NEWTOWN, Pa., Sept. 1, 2021 /PRNewswire/ -- Forian
Inc. (NASDAQ: FORA), a provider of technology, analytics
and data science driven solutions for the healthcare and cannabis
industries, today announced the following:
Convertible Notes Offering
The Company has entered into a convertible note purchase
agreement (the "Note Purchase Agreement") with a select group of
institutional and accredited investors pursuant to which the
Company will issue $24,000,000 aggregate principal amount at
100% of par value of its 3.5% convertible notes due 2025 (the
"Notes"). The Notes are convertible into (i) shares of the
Company's common stock at a conversion price of $11.98, the consolidated closing bid price of the
Company's common stock as reported by the Nasdaq Stock Market LLC
on Tuesday, August 31, 2021, the last
trading day preceding the Company's execution of the Note Purchase
Agreement (the "Conversion Price") and (ii) warrants to purchase
the number of shares of the Company's common stock equal to (a)
twenty percent (20%) of the converted principal amount, divided
by (y) the Conversion Price, which warrants will have an
exercise price equal to the Conversion Price and will terminate at
the maturity date (the "Warrants"). Interest will be added to the
principal amount of the Notes and paid in kind upon conversion or
in cash upon redemption at or prior to the September 1, 2025 maturity date.
Investors may, at any time, convert all or a portion of the
Notes (subject to a minimum principal amount of $100,000) at the Conversion Price. The Company
may redeem all or a portion of any Notes then outstanding at any
time after the first anniversary of issuance at a price of 112.5%
of par value plus accrued interest. In the event of a change of
control of the Company, the Company may redeem all Notes then
outstanding at a price of 108% of par value plus accrued
interest.
Investors include both unaffiliated investors as well as a
director of the Company. Martin J. Wygod, a director of the
Company, purchased $6,000,000
principal amount of Notes. Unaffiliated investors purchased the
remaining $18,000,000 principal amount of
Notes. An independent Special Committee of Forian's
Board of Directors was established to review and negotiate the
transaction on behalf of the Company. Two institutional investors
led the negotiations for the unaffiliated investors.
The Company expects to use the proceeds of the financing,
together with other available funds, for data acquisition, working
capital and general corporate purposes, including potential
acquisition or investment in technologies, intellectual property or
businesses that complement the Company's business.
The securities sold in the financing have not been registered
under the Securities Act of 1933, as amended (the "Securities
Act"), or any state or other applicable jurisdiction's securities
laws, and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state or other jurisdictions'
securities laws. The Company has agreed to use its reasonable
commercial efforts once eligible to file a registration statement
on Form S-3 with the United States Securities and Exchange
Commission ("SEC") registering the resale of the Notes sold in the
financing and the shares of the Company's common stock issuable
upon conversion of the Notes or exercise of the Warrants;
provided, however, the Company has no obligation to file or
maintain the effectiveness of a registration statement if at the
time such securities may be sold pursuant to Rule 144 without being
subject to any volume limit or manner of sale limitations.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
Appointment of Michael
Vesey as Chief Financial Officer
Michael Vesey has been appointed
Chief Financial Officer effective September
2, 2021. Vesey will succeed Clifford
Farren, who will remain with Forian in an advisory capacity
through the end of the year to ensure an orderly transition.
Vesey was most recently the Chief Financial Officer of Wayside
Technology Group, Inc. (Nasdaq: WSTG), a provider of cyber
security, software and technology solutions. During his five-year
tenure with Wayside, Vesey led multiple acquisitions that
facilitated the organization's shift to cloud marketplace,
resulting in a significant increase in average share price over a
two-year period. Prior to Wayside, Vesey spent nine years at
Majesco Entertainment Company growing from the company's Chief
Accounting Officer to Chief Financial Officer. Vesey received his
BBA in Public Accounting from Pace
University and his master's degree in Finance from
Penn State University.
"Michael brings a successful history of driving results and
positioning emerging companies for growth, and we are happy to
welcome him to our team," said Max Wygod, Executive Chairman of
Forian. Max continued, "As I mentioned on our last earnings call, I
believe it is an exciting time at Forian with our new products
expected to be released in market and meaningful growing backlog
and pipeline giving us a solid opportunity for future substantial
revenue growth."
"On behalf of our entire team at Forian, I share with Cliff our
gratitude for his efforts during his tenure as our Chief Financial
Officer," said Dan Barton, Forian's
Chief Executive Officer. "Over the past year, Cliff supported our
combination with Helix Technologies and listing on Nasdaq. We
wish Cliff all the best in the chapters ahead as he focuses on his
health and future endeavors."
About Forian
Forian provides a unique suite of SaaS
solutions, data management capabilities and proprietary data and
analytics to optimize and measure operational, clinical and
financial performance for customers within the traditional and
emerging life sciences, healthcare payer and provider segments, as
well as cannabis dispensaries, manufacturers, cultivators and
regulators. For more information, please visit the Company's
website at www.forian.com.
Cautionary Statements Regarding Forward-Looking
Statements
This release contains "forward-looking
statements" within the meaning of the federal securities laws,
including Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as "expect," "anticipate," "intend," "plan,"
"believe," "seek," "see," "will," "would," "target," similar
expressions and variations or negatives of these words.
Forward-looking statements by their nature address matters that
involve risks and uncertainties, many of which are beyond the
control of Forian, and are not guarantees of future results, such
as statements about the anticipated benefits of the business
combination transaction involving Forian, Medical Outcomes Research
Analytics, LLC and Helix Technologies, Inc., future financial and
operating results, company strategy and intended product offerings
and market positioning. These and other forward-looking statements
are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements. Accordingly, there are or will be important factors
that could cause actual results to differ materially from those
indicated in such statements and, therefore, you should not place
undue reliance on any such statements and caution must be exercised
in relying on forward-looking statements. Factors that could cause
actual results to differ include, but are not limited to, those
risks and uncertainties associated with: the impact of the COVID-19
pandemic on Forian's business, operations, strategy and goals;
Forian's ability to execute on its strategy; the timing of the
introduction of new product offerings; and the additional risks and
uncertainties set forth more fully under the caption "Risk Factors"
in Forian's Annual Report on Form 10-K for the year ended
December 31, 2020, as filed with the
SEC on March 31, 2021, and elsewhere
in Forian's filings and reports with the SEC. Forward-looking
statements contained in this announcement are made as of the date
hereof, and Forian undertakes no duty to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required
under applicable law.
Media and Investor Contact:
908-824-3410
forian.com/investors
ir@forian.com
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SOURCE Forian Inc.