Forian(FORA) - 2021 Q2 - Quarterly Report

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 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 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 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) 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] | 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 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] - Net cash provided by financing activities increased by $8,978,655, mainly from the Company's equity issuance in April 2021[200] Notes to Condensed Consolidated Financial Statements Provides detailed explanations of Forian Inc.'s business, accounting policies, and specific financial statement line items Note 1 BUSINESS ORGANIZATION AND NATURE OF OPERATIONS 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][22] - 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][24] - 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] Note 2 BASIS OF PRESENTATION 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] - 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] Note 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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] - 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][30][31][33][35][38][40][43][44] - Revenue is generated from Information and Software, Services, and Other categories[47] - 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] - 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] - 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] - Due to net losses, diluted loss per share is the same as basic loss per share for the periods presented[69] Note 4 BUSINESS COMBINATION 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][82] - The acquisition was accounted for as a business combination under ASC 805[83] | 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] - Transaction costs amounted to $1,210,279 for the six months ended June 30, 2021[85] | 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 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] - 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] Note 6 PREPAID EXPENSES 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] Note 7 PROPERTY AND EQUIPMENT, NET 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] Note 8 INTANGIBLE ASSETS, NET 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] Note 9 ACCRUED EXPENSES 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] Note 10 WARRANT LIABILITY 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] - These warrants are classified as a liability and re-measured at fair value each reporting period[96] | 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 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][99] - 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][102] | 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] Note 12 STOCKHOLDERS' EQUITY 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] - 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] Note 13 NET LOSS PER SHARE 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] - These were excluded from diluted EPS calculation as their inclusion would be anti-dilutive due to net losses[113] Note 14 RELATED PARTY TRANSACTIONS 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] - Directors also participated in the April 2021 equity issuance, purchasing 560,461 shares for $11.33 per share[116] - 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] Note 15 COMMITMENTS AND CONTINGENCIES 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] - Short-term leases for offices in Pennsylvania, Massachusetts, and Virginia are on a month-to-month basis[120] | 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] | 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][128][129] - The Company intends to vigorously defend these claims[126][128][129] Note 16 SEGMENT RESULTS 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] - The chief operating decision-making group (CEO and CFO) reviews financial performance by segment[132] | 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] - All revenues in the prior year periods were from U.S. customers[135] Note 17 SUBSEQUENT EVENTS 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] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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][141] - 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][144] - 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] Financial Operations Overview 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] - Cost of revenues includes direct labor, hosting, and client service team costs[148] - Research and development focuses on new features and applications, with qualifying costs capitalized after prototyping[150] - Sales and marketing expenses cover staff salaries, commissions, and marketing programs, with plans for continued investment[151] - General and administrative expenses include salaries for administrative functions, professional fees, and other corporate expenses[152] - Depreciation and amortization relate to long-lived assets and identifiable intangibles from acquisitions, respectively[153] - Transaction related expenses are professional fees and other direct costs from the Helix acquisition[154] Critical Accounting Policies and Use of Estimates 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] - These estimates are based on historical experience and market assumptions, with actual results potentially differing[155] Results of Operations for the three and six months ended June 30, 2021 and 2020 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 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) | $(6,192,567) | 781% | - Revenue increase was primarily due to the Helix acquisition (71% of increase) and higher revenues from the Company's Information products (29% of increase)[159] - Increases in R&D, Sales & Marketing, and G&A expenses were driven by scaling products and management organization, stock-based compensation related to new hires post-public listing, and the inclusion of Helix acquisition expenses[161][163][164] Comparison of Six Months Ended June 30, 2021 and 2020 Compares Forian Inc.'s revenues and expenses for the six months ended June 30, 2021, and 2020, detailing the impact of the Helix acquisition | Financial Metric | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | Change ($) | 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] - 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][170][171] Non-GAAP Financial Measures 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][174] - 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][183] - Non-GAAP measures have limitations and should not be considered in isolation but in conjunction with U.S. GAAP financial measures[179][181] | 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) 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] - This increase is primarily due to investments in product development, customer service, infrastructure, human capital, and the inclusion of the Helix acquisition[186] Six Months ended June 30, 2021 (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] - This increase is primarily due to investments in product development, customer service, infrastructure, human capital, and the inclusion of Helix[188] Three Months ended June 30, 2021 (Pro Forma) 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] - 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] Six Months ended June 30, 2021 (Pro Forma) 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] - 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] Liquidity and Capital Resources 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] - As of June 30, 2021, principal liquidity sources were cash ($4,763,324) and marketable securities ($12,505,118)[195] Cash Flows 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 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] Net Cash Used in Investing Activities 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] - 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] Net Cash Provided by Financing Activities 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] Off Balance Sheet Arrangements 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] Recent Accounting Pronouncements 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] Item 3. Quantitative and Qualitative Disclosures About Market Risk 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] Item 4. Controls and Procedures 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 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] - 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] - These actions are expected to continue throughout 2021[206] - 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] Changes in Internal Control Over Financial Reporting 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] - No other material changes in internal control over financial reporting occurred during the six months ended June 30, 2021[209] PART II. OTHER INFORMATION Presents other required information for Forian Inc., including legal proceedings, equity sales, and exhibits Item 1. Legal Proceedings 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][211][212][214] - Additionally, a negligence claim was filed against Security Consultants Group, LLC, a subsidiary of Forian[215] - 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] - While injunctions were sought, no motions to enjoin transactions were pursued, and one complaint was voluntarily dismissed[214] - The Company believes the lawsuits are without merit and will vigorously defend the claims[212][214][215] Item 1A. Risk Factors 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] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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] - 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] Item 3. Defaults Upon Senior Securities Forian Inc. reported no defaults upon senior securities for the period - There were no defaults upon senior securities[221] Item 4. Mine Safety Disclosures This item is not applicable to Forian Inc - This item is not applicable[221] Item 5. Other Information Forian Inc. reported no other information for the period - No other information was reported[221] Item 6. Exhibits 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] 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][225]