UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 30, 2020
| HELIX TECHNOLOGIES, INC. | ||
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-55722 | 81-4046024 | ||
| (State or other jurisdiction
of incorporation) |
(Commission File Number) | (IRS Employer ID Number) |
5300 DTC Parkway, Suite 300 Greenwood Village, CO 80111 |
| (Address of principal executive offices) |
Registrant’s telephone number, including area code (720) 328-5372
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry Into A Material Definitive Agreement. |
Amendment to Merger Agreement
On October 16, 2020, Helix Technologies, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Forian Inc., a Delaware corporation (“Parent”), DNA Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Medical Outcomes Research Analytics, LLC, a Delaware limited liability company (“MOR”).
Pursuant to Section 8.04 of the Merger Agreement, the Merger Agreement may be amended by the parties. On December 30, 2020, the Merger Agreement was amended as follows:
| 1. | The phrase “will be converted into the right to receive 0.02731 validly issued, fully paid and non-assessable share of Parent Common Stock (the “Merger Consideration”)” in Section 2.01(c) of the Merger Agreement was deleted and replaced in its entirety by “will be converted into the right to receive 0.05 validly issued, fully paid and non-assessable share of Parent Common Stock (the “Merger Consideration”)”. |
| 2. | The phrase “will be exchanged for shares of Parent Common Stock at an average exchange ratio of 0.9709” in Section 3.03(c) of the Merger Agreement was deleted and replaced in its entirety by “will be exchanged for shares of Parent Common Stock at an average exchange ratio of 1.7776”. |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HELIX TECHNOLOGIES, INC. | |
| Date: January 4, 2021 | /s/ Scott Ogur |
| Scott Ogur | |
| Chief Financial Officer |
2
Exhibit 2.2
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of December 30, 2020, among Helix Technologies, Inc., a Delaware corporation (the “Company”), Forian Inc., a Delaware corporation (“Parent”), DNA Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Medical Outcomes Research Analytics, LLC, a Delaware limited liability company (“MOR”).
RECITALS
WHEREAS, on October 16, 2020, the Company, Parent, Merger Sub and MOR entered into that certain Agreement and Plan of Merger (the “Merger Agreement”);
WHEREAS, pursuant to Section 8.04 of the Merger Agreement, the Merger Agreement may be amended by the parties at any time before or after receipt of the Company Stockholder Approval by an instrument in writing signed on behalf of each of the parties;
WHEREAS, the parties desire to amend the Merger Agreement as provided in this Amendment such that, without altering the percentages of Parent Common Stock which will be held by the Company’s and MOR’s former equityholders, respectively, upon the completion of the transactions contemplated by the Merger Agreement and Parent Reorganization, there will be additional shares of Parent Common Stock issued and outstanding upon the completion of the transactions contemplated by the Merger Agreement and Parent Reorganization.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements, covenants, promises and representations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, the parties agree as follows:
1. Definitions. Each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Merger Agreement.
2. Amendment to Section 2.01(c) of the Merger Agreement. The phrase “will be converted into the right to receive 0.02731 validly issued, fully paid and non-assessable share of Parent Common Stock (the “Merger Consideration”)” in Section 2.01(c) of the Merger Agreement is hereby deleted and replaced in its entirety by the following:
“will be converted into the right to receive 0.05 validly issued, fully paid and non-assessable share of Parent Common Stock (the “Merger Consideration”)”
3. Amendment to Section 3.03(c) of the Merger Agreement. The phrase “will be exchanged for shares of Parent Common Stock at an average exchange ratio of 0.9709” in Section 3.03(c) of the Merger Agreement is hereby deleted and replaced in its entirety by the following”
“will be exchanged for shares of Parent Common Stock at an average exchange ratio of 1.7776”
4. No Other Effect on Merger Agreement. Except as expressly set forth herein, all of the terms, conditions, obligations, covenants and agreements of the Merger Agreement shall continue in full force and effect after the execution of this Amendment, and shall not be in any way amended, changed, modified or superseded by the terms set forth herein. This Amendment shall form a part of the Merger Agreement for all purposes, and each party shall be bound hereby. From and after the execution of this Amendment by the parties, any reference to the Merger Agreement shall be deemed a reference to the Merger Agreement as amended by this Amendment. Notwithstanding anything to the contrary in this Amendment, the date of the Merger Agreement, as amended hereby, will in all instances remain as October 16, 2020, and references in the Merger Agreement to “the date first written above,” “the date of this Agreement,” “the date hereof” and similar references will continue to refer to October 16, 2020.
5. Miscellaneous. Sections 8.04 and 8.05 of the Merger Agreement and Article IX of the Merger Agreement are hereby incorporated by reference into this Amendment and shall apply mutatis mutandis to this Amendment.
6. Counterparts. This Amendment may be executed in multiple counterparts, including by facsimile or by email with .pdf attachments, all of which shall be deemed an original and considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.
[Signatures follow on next page]
2
IN WITNESS WHEREOF, the Company, Parent, MOR and Merger Sub have duly executed this Agreement, effective as of the date first written above.
| HELIX TECHNOLOGIES, INC. | ||
| By: | /s/ Zachary L. Venegas | |
| Name: | Zachary L. Venegas | |
| Title: | Chief Executive Officer | |
| FORIAN INC. | ||
| By: | /s/ Max Wygod | |
| Name: | Max Wygod | |
| Title: | Executive Chairman | |
| DNA MERGER SUB INC. | ||
| By: | /s/ Max Wygod | |
| Name: | Max Wygod | |
| Title: | Executive Chairman | |
| MEDICAL OUTCOMES RESEARCH ANALYTICS, LLC | ||
| By: | /s/ Max Wygod | |
| Name: | Max Wygod | |
| Title: | Manager | |
[Signature Page to Amendment to Merger Agreement]