Forian(FORA) - 2023 Q4 - Annual Report

PART I Business Overview Forian Inc. provides healthcare data and analytics solutions, leveraging a cloud-based platform after divesting its cannabis software business to focus on core informatics - Forian Inc. was founded on October 15, 2020, as a subsidiary of Medical Outcomes Research Analytics, LLC, becoming the parent company after a business combination on March 2, 2021[25] - On February 10, 2023, Forian completed the sale of its BioTrack subsidiary, exiting the cannabis industry to focus on healthcare data and analytics, with results presented as discontinued operations[26][138] - Forian provides high-fidelity, analytics-ready healthcare informatics and solutions, leveraging data management and data science to enhance data for healthcare customers[28] - The company's solutions cover life sciences, pharma services, and healthcare payer and provider industries, offered through subscription and services-based models[24] - Key growth strategies include increasing usage and upsell, expanding into new markets, growing data and partner networks, and pursuing selective investments and acquisitions[54] - Forian's technology platform is entirely cloud-based, utilizing Amazon Web Services, and maintains HIPAA compliance and SOC 2 certification for data security[51][52] - As of March 26, 2024, Forian had 37 employees, focusing on customer success, employee well-being, and diversity[56][57][59] Risk Factors Forian Inc. faces risks from its limited operating history, capital needs, product development, acquisitions, data reliance, third-party infrastructure, evolving privacy laws, cybersecurity threats, stock price volatility, and significant insider ownership - The company has a limited operating and financial history, incorporated in October 2020, facing risks as an early-stage and unproven business[62] - Forian may require additional capital for operations and expansion, with no assurance of acceptable terms, potentially leading to stockholder dilution or operational curtailment[63] - Dependence on external data sources means loss of access or increased costs could materially adversely affect the business and solution provision[64] - Acquisitions are part of the growth strategy, but challenges in identifying candidates, securing financing, or integrating businesses could lead to operational disruptions or failure to realize benefits[65][66][67] - Failure to develop and deploy new products or achieve market acceptance for new offerings could adversely affect business and results of operations[68][69][72] - Reliance on third-party computing infrastructure means errors, disruptions, or failures could adversely affect business, financial condition, and results of operations[73] - Evolving federal and state privacy laws increase compliance costs, potentially limiting customer service or product marketing, with significant non-compliance liabilities[88][89][93][94][95] - Security breaches and unauthorized system use could expose the company, customers, and data suppliers to loss, reputational damage, and significant costs, despite safeguards[96][97][98][99] - Forian's common stock market price may be volatile, and the company does not intend to pay dividends, limiting stockholder returns to stock appreciation[101][102][104] - Directors and management beneficially own approximately 45% of outstanding common stock, enabling significant control over stockholder approval matters, potentially misaligned with other stockholders' interests[103] - As an emerging growth and smaller reporting company, Forian benefits from reduced reporting requirements, potentially making its common stock less attractive to some investors[110][112] Unresolved Staff Comments Forian Inc. has no unresolved staff comments from the SEC regarding its filings - No unresolved staff comments[114] Cybersecurity Forian Inc. maintains a robust cybersecurity program, overseen by the Board and managed by the Vice President of Data and Process Enablement, with no material incidents to date - The Board of Directors oversees the cybersecurity program, with members possessing diverse skills in risk management, technology, and finance[116] - Management, led by the Vice President of Data and Process Enablement, is responsible for identifying, measuring, monitoring, and controlling cybersecurity risks through assessments and training[117][118][119][120] - Forian engages external experts, including cybersecurity assessors and risk management professionals, to evaluate and test its risk management systems[121] - The company has implemented policies and processes to oversee and manage risks associated with third-party service providers[122] - To date, Forian has not encountered cybersecurity threats or incidents that have materially and adversely affected its business strategy, results of operations, or financial condition[123] Properties Forian Inc. maintains headquarters in Newtown, Pennsylvania, and a leased office in Boston, Massachusetts, with sufficient space after divesting other locations - Headquarters are in Newtown, Pennsylvania, with an additional leased office in Boston, Massachusetts[124] - Following the BioTrack Transaction, the company no longer leases office spaces in Florida, Colorado, or Washington[124] Legal Proceedings Forian Inc. is involved in ordinary legal claims, including a recently settled case and an ongoing lawsuit seeking over $27.5 million in damages from former Helix employees - The lawsuit 'Audet v. Green Tree International, et. al.' was settled, with a Final Order of Dismissal with Prejudice entered on March 27, 2024[127][334] - An ongoing lawsuit, 'Grant Whitus et al. v. Forian Inc., Zachary Venegas and Scott Ogur,' seeks over $27.5 million in damages from former Helix employees for alleged breach of contract and unreceived equity interests/compensation[128][335] Mine Safety Disclosures This item is not applicable to Forian Inc - Not applicable[129] PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Forian Inc.'s common stock trades on Nasdaq under "FORA," with 307 holders as of March 27, 2024, no dividends paid, and a $3.45 million share repurchase in October 2023 - Forian Inc. common stock is listed on The Nasdaq Stock Market under the symbol "FORA"[3][131] - As of March 27, 2024, there were approximately 307 holders of record of the company's common stock[132] - The company has never declared or paid cash dividends on its common stock, intending to retain all available funds and future earnings for business development[102][133] Issuer Purchases of Equity Securities (October 1 - December 31, 2023) | Period | Total Number of Shares Purchased (shares) | Average Price Paid per Share ($) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (shares) | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (shares) | | :----------------------------------- | :---------------------------------------- | :------------------------------- | :---------------------------------------------------------------------------------------- | :-------------------------------------------------------------------------------------------- | | October 1, 2023 through October 31, 2023 | 1,604,676 | 2.15 | - | - | | November 1, 2023 through November 30, 2023 | - | - | - | - | | December 1, 2023 through December 31, 2023 | - | - | - | - | [Reserved] This item is reserved and contains no information Management's Discussion and Analysis of Financial Condition and Results of Operations Forian Inc. shifted focus to healthcare analytics after divesting cannabis businesses, achieving significant financial improvements in 2023 with increased revenues, a shift to net income, and enhanced liquidity from asset sales - Forian Inc. has divested its Helix Businesses, no longer serving the cannabis industry, and now focuses solely on healthcare and life sciences analytics[138] Results of Operations (Years Ended December 31, 2023 vs. 2022) | Metric | 2023 ($) | 2022 ($) | Change (YoY) ($) | | :------------------------------------------ | :----------- | :----------- | :----------- | | Revenues | 20,481,330 | 16,418,141 | +4,063,189 | | Cost of revenues | 5,477,032 | 5,049,701 | +427,331 | | Research and development | 1,407,580 | 4,009,769 | -2,602,189 | | Sales and marketing | 4,884,267 | 3,949,026 | +935,241 | | General and administrative | 13,633,193 | 16,879,858 | -3,246,665 | | Separation expenses | 599,832 | 5,417,043 | -4,817,211 | | Operating loss from continuing operations | (5,595,012) | (18,952,810) | +13,357,798 | | Net Income (Loss) | 11,106,687 | (25,971,971) | +37,078,658 | - Gross profit as a percentage of revenues increased to 73% for 2023, up from 69% in 2022, due to fixed or semi-variable data infrastructure costs[149] Adjusted EBITDA - Continuing Operations (Years Ended December 31, 2023 vs. 2022) | Metric | 2023 ($) | 2022 ($) | Change (YoY) ($) | | :-------------------------------- | :----------- | :----------- | :----------- | | Adjusted EBITDA - continuing operations | 2,336,380 | (6,707,809) | +9,044,189 | - As of December 31, 2023, the company's cash and marketable securities aggregated $48,339,575, with outstanding principal and accrued interest on convertible notes totaling $24,870,181[166] - Liquidity was enhanced by $20,000,000 cash from the BioTrack sale and $5,805,858 from a minority equity interest sale in 2023[166] Cash Flow Activities (Years Ended December 31, 2023 vs. 2022) | Activity | 2023 ($) | 2022 ($) | Change (YoY) ($) | | :------------------------------------------ | :----------- | :----------- | :----------- | | Net cash provided by (used in) operating activities - continuing operations | 787,893 | (6,071,014) | +6,858,907 | | Net cash provided by (used in) investing activities - continuing operations | 7,119,943 | (4,797,267) | +11,917,210 | | Net cash used in financing activities - continuing operations | (4,601,518) | (100,528) | -4,500,990 | | Net increase in cash and cash equivalents - continuing operations | 3,306,318 | (10,968,809) | +14,275,127 | - The company has elected to take advantage of the extended transition period under the JOBS Act for new accounting standards as an "emerging growth company"[182][183] Quantitative and Qualitative Disclosures About Market Risk This item is not required for Forian Inc - This item is not required[184] Financial Statements and Supplementary Data This section presents Forian Inc.'s audited consolidated financial statements for 2023 and 2022, reflecting the strategic shift to healthcare analytics and improved financial performance - The consolidated financial statements, prepared in accordance with U.S. GAAP, include accounts of Medical Outcomes Research Analytics, LLC and Helix Technologies, Inc. and its subsidiaries[208][209] Consolidated Balance Sheet Highlights (as of December 31) | Metric | 2023 ($) | 2022 ($) | | :---------------------------------- | :----------- | :----------- | | Total Current Assets | 57,277,915 | 26,916,028 | | Total Assets | 58,888,612 | 46,258,167 | | Total Current Liabilities | 6,838,625 | 8,352,575 | | Total Liabilities | 32,708,806 | 33,835,691 | | Total Stockholders' Equity | 26,179,806 | 12,422,476 | Consolidated Statements of Operations Highlights (Years Ended December 31) | Metric | 2023 ($) | 2022 ($) | | :------------------------------------------ | :----------- | :----------- | | Revenue | 20,481,330 | 16,418,141 | | Total Costs and Expenses | 26,076,342 | 35,370,951 | | Operating Loss From Continuing Operations | (5,595,012) | (18,952,810) | | Net Income (Loss) | 11,106,687 | (25,971,971) | | Basic EPS | 0.34 | (0.81) | | Diluted EPS | 0.34 | (0.81) | Consolidated Statements of Cash Flows Highlights (Years Ended December 31) | Activity | 2023 ($) | 2022 ($) | | :------------------------------------------ | :----------- | :----------- | | Net cash provided by (used in) operating activities | 728,818 | (8,581,174) | | Net cash provided by (used in) investing activities | 7,119,943 | (6,461,045) | | Net cash used in financing activities | (4,601,518) | (100,528) | | Net change in cash | 3,247,243 | (15,142,747) | Report of Independent Registered Public Accounting Firm Marcum LLP issued an unqualified opinion on Forian Inc.'s consolidated financial statements for 2023 and 2022, prepared in accordance with U.S. GAAP - Marcum LLP audited Forian Inc.'s consolidated financial statements for December 31, 2023 and 2022, issuing an unqualified opinion that they fairly present financial position and results in conformity with U.S. GAAP[190] - The audit was conducted in accordance with PCAOB standards, but an audit of internal control over financial reporting was not performed as the company is not required to have one[192] Consolidated Balance Sheets This section presents Forian Inc.'s consolidated balance sheets as of December 31, 2023, and 2022, detailing assets, liabilities, and stockholders' equity Consolidated Balance Sheets (as of December 31) | ASSETS | 2023 ($) | 2022 ($) | | :------------------------------------------ | :----------- | :----------- | | Cash and cash equivalents | 6,042,986 | 2,795,743 | | Marketable securities | 42,296,589 | 17,396,487 | | Accounts receivable | 2,572,931 | 1,809,028 | | Proceeds receivable from sale of discontinued operations, net | 1,645,954 | — | | Contract assets | 1,126,713 | 2,252,958 | | Prepaid expenses | 1,077,233 | 835,786 | | Other current assets | 2,515,509 | 432,338 | | Current assets of discontinued operations | — | 1,393,688 | | Total current assets | 57,277,915 | 26,916,028 | | Property and equipment, net | 76,085 | 75,030 | | Right of use assets, net | 10,664 | 32,560 | | Deposits and other assets | 1,523,948 | 196,675 | | Non-current assets of discontinued operations | — | 19,037,874 | | Total assets | 58,888,612 | 46,258,167 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Accounts payable | 161,590 | 316,105 | | Accrued expenses | 4,252,257 | 3,766,789 | | Short-term operating lease liabilities | 10,664 | 21,600 | | Warrant liability | 563 | 4,547 | | Deferred revenues | 2,413,551 | 2,581,287 | | Current liabilities of discontinued operations | — | 1,662,247 | | Total current liabilities | 6,838,625 | 8,352,575 | | Other long-term liabilities | 1,000,000 | 10,960 | | Convertible notes payable, net of debt issuance costs | 24,870,181 | 25,106,547 | | Non-current liabilities of discontinued operations | — | 365,609 | | Total long-term liabilities | 25,870,181 | 25,483,116 | | Total liabilities | 32,708,806 | 33,835,691 | | Total Stockholders' Equity | 26,179,806 | 12,422,476 | | Total liabilities and stockholders' equity | 58,888,612 | 46,258,167 | Consolidated Statements of Operations This section presents Forian Inc.'s consolidated statements of operations for the years ended December 31, 2023, and 2022, detailing revenues, expenses, and net income or loss Consolidated Statements of Operations (Years Ended December 31) | Metric | 2023 ($) | 2022 ($) | | :------------------------------------------ | :----------- | :----------- | | Revenue | 20,481,330 | 16,418,141 | | Cost of revenues | 5,477,032 | 5,049,701 | | Research and development | 1,407,580 | 4,009,769 | | Sales and marketing | 4,884,267 | 3,949,026 | | General and administrative | 13,633,193 | 16,879,858 | | Separation expenses | 599,832 | 5,417,043 | | Depreciation and amortization | 74,438 | 65,554 | | Total costs and expenses | 26,076,342 | 35,370,951 | | Operating loss From Continuing Operations | (5,595,012) | (18,952,810) | | Total other income, net | 7,414,182 | (215,200) | | Income (loss) from continuing operations before income taxes | 1,819,170 | (19,168,010) | | Income tax expense | (85,740) | (23,980) | | Income (loss) from continuing operations, net of tax | 1,733,430 | (19,191,990) | | Loss from discontinued operations | (94,427) | (6,812,913) | | Gain on sale of discontinued operations | 11,531,849 | 32,932 | | Income tax effect on discontinued operations | (2,064,165) | — | | Income (loss) from discontinued operations, net of tax | 9,373,257 | (6,779,981) | | Net Income (Loss) | 11,106,687 | (25,971,971) | | Net income (loss) per share - basic | 0.34 | (0.81) | | Net income (loss) per share - diluted | 0.34 | (0.81) | Consolidated Statements of Stockholders' Equity This section presents Forian Inc.'s consolidated statements of stockholders' equity for the years ended December 31, 2023, and 2022, detailing changes in equity components Consolidated Statements of Stockholders' Equity (Years Ended December 31) | Metric | 2023 ($) | 2022 ($) | | :------------------------------------------ | :----------- | :----------- | | Balance at January 1 | 12,422,476 | 25,171,265 | | Vesting of Restricted Stock and Stock Awards, net of shares surrendered for taxes | (191,465) | (87,406) | | Repurchase and retirement of common stock, net of excise taxes | (3,484,554) | — | | Issuance of Forian common stock upon exercise of stock options | — | — | | Issuance of Forian common stock upon exercise of warrants | — | — | | Stock-based compensation expense | 6,326,662 | 13,310,588 | | Net income (loss) | 11,106,687 | (25,971,971) | | Balance at December 31 | 26,179,806 | 12,422,476 | Consolidated Statements of Cash Flows This section presents Forian Inc.'s consolidated statements of cash flows for the years ended December 31, 2023, and 2022, detailing cash movements from operating, investing, and financing activities Consolidated Statements of Cash Flows (Years Ended December 31) | Activity | 2023 ($) | 2022 ($) | | :------------------------------------------ | :----------- | :----------- | | Net cash provided by (used in) operating activities - continuing operations | 787,893 | (6,071,014) | | Net cash used in operating activities - discontinued operations | (59,075) | (2,510,160) | | Net cash provided by (used in) operating activities | 728,818 | (8,581,174) | | Net cash provided by (used in) investing activities - continuing operations | 7,119,943 | (4,797,267) | | Net cash used in investing activities - discontinued operations | — | (1,663,778) | | Net cash provided by (used in) investing activities | 7,119,943 | (6,461,045) | | Net cash used in financing activities - continuing operations | (4,601,518) | (100,528) | | Net cash used in financing activities | (4,601,518) | (100,528) | | Net change in cash | 3,247,243 | (15,142,747) | | Cash and cash equivalents, beginning of period | 2,795,743 | 17,938,490 | | Cash and cash equivalents, end of period | 6,042,986 | 2,795,743 | Notes to Consolidated Financial Statements This section provides detailed notes to Forian Inc.'s consolidated financial statements, covering accounting policies, discontinued operations, liabilities, equity, and subsequent events - Note 4: Discontinued Operations – The company completed the sale of BioTrack and other businesses in 2023 and 2022, resulting in a $11,531,849 gain on BioTrack sale and a $9,373,257 net gain from discontinued operations in 2023[270][271][272][276] - Note 10: Warrant Liability – The fair value of the warrant liability decreased from $4,547 as of December 31, 2022, to $563 as of December 31, 2023, with 51,102 warrants expiring in 2023[285][286] - Note 12: Convertible Notes – Principal outstanding on 3.5% Convertible Promissory Notes decreased from $24,000,000 in 2022 to $23,000,000 in 2023, with a $1,000,000 redemption on September 12, 2023, resulting in a $111,151 gain[288][289][292] - Note 13: Stock-Based Compensation – As of December 31, 2023, total unrecognized stock compensation expense for unvested awards was $11,359,575, expected to be recognized over approximately 3.08 years[302] - Note 15: Related Party Transactions – Includes runoff commissions to Adam Dublin, a director holding $6,000,000 in convertible notes, and the repurchase of 1,604,676 common shares from affiliated investors for $3,450,053 in October 2023[307][308][309] - Note 16: Income Taxes – The company recognized net income tax expense of $85,740 in 2023, compared to $23,980 in 2022, with a $8,119,492 valuation allowance against deferred tax assets due to realization uncertainty[312][320] - Note 18: Commitments and Contingencies – The company has remaining payment obligations of $14,829,575 under service and license agreements as of December 31, 2023, extending beyond 2026[332] - Note 19: Subsequent Events – Post-period events include stock option and RSU grants in January and March 2024, and a $1,000,000 convertible note redemption in February 2024, resulting in an anticipated $137,356 gain[336][337][338][339] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There have been no changes in or disagreements with accountants on accounting and financial disclosure for Forian Inc - None[341] Controls and Procedures Forian Inc.'s management concluded that disclosure controls and internal control over financial reporting were ineffective as of December 31, 2023, due to material weaknesses in general IT controls, with remediation efforts underway - Management concluded that disclosure controls and procedures were not effective as of December 31, 2023, due to unremediated material weaknesses[342][343] - Management assessed internal control over financial reporting as ineffective as of December 31, 2023[347] - A material weakness was identified due to the lack of properly designed general information technology controls for logical access, change management, and vendor application management[348] - Remediation efforts include implementing a new ERP system, establishing and testing logical access controls, and contracting an outside consulting firm[350][351] - Previously identified material weaknesses related to lack of segregation of duties and formalization of financial close processes were fully remediated in 2023[350] - As an emerging growth company, Forian Inc. is exempt from the requirement for an attestation report on internal control over financial reporting by its independent registered public accounting firm[353] Other Information This item contains no other information - None[356] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to Forian Inc - Not applicable[357] PART III Directors, Executive Officers and Corporate Governance Information on directors, executive officers, and corporate governance is incorporated by reference from Forian's 2024 Annual Meeting Proxy Statement - Information is incorporated by reference to Forian's Proxy Statement for its 2024 Annual Meeting of Stockholders[359] Executive Compensation Information detailing executive compensation is incorporated by reference from Forian's 2024 Annual Meeting Proxy Statement - Information is incorporated by reference to Forian's Proxy Statement for its 2024 Annual Meeting of Stockholders[360] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information on security ownership of beneficial owners and management is incorporated by reference from Forian's 2024 Annual Meeting Proxy Statement - Information is incorporated by reference to Forian's Proxy Statement for its 2024 Annual Meeting of Stockholders[362] Certain Relationships and Related Transactions, and Director Independence Information on certain relationships, related transactions, and director independence is incorporated by reference from Forian's 2024 Annual Meeting Proxy Statement - Information is incorporated by reference to Forian's Proxy Statement for its 2024 Annual Meeting of Stockholders[363] Principal Accounting Fees and Services Information detailing principal accounting fees and services is incorporated by reference from Forian's 2024 Annual Meeting Proxy Statement - Information is incorporated by reference to Forian's Proxy Statement for its 2024 Annual Meeting of Stockholders[364] PART IV Exhibits and Financial Statement Schedules This section lists Form 10-K exhibits and financial statement schedules, with omitted schedules and a detailed exhibit index of various agreements and certifications - Financial Statement Schedules have been omitted as they are not applicable, not required, or the information is presented elsewhere[366] - The Exhibit Index includes various agreements such as the Agreement and Plan of Merger, Stock Purchase Agreement, Certificate of Incorporation, Bylaws, Equity Incentive Plans, and certifications[370][372] Form 10-K Summary This item indicates that no Form 10-K Summary is provided - None[373]