SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. __)
Helix
Technologies, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
42333M101
(CUSIP Number)
Daniel
Barton
Chief Executive Officer
Forian
Inc.
41 University Drive, Suite 405
Newtown, PA 18940
(267) 757-8707
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Copies to:
Darrick
M. Mix, Esq.
Peter
D. Visalli, Esq.
Duane
Morris LLP
30
South 17th Street
Philadelphia,
Pennsylvania 19103
(215) 979-1000
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October
16, 2020
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject
to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the
Notes).
|
1 |
NAMES
OF REPORTING PERSONS
Forian
Inc.
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ☐
(b) ☐
|
|
3 |
SEC
USE ONLY
|
|
4 |
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
☐
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7 |
SOLE
VOTING POWER
0
|
|
8 |
SHARED
VOTING POWER
47,267,887(1)
(see Item 5)
|
|
9 |
SOLE
DISPOSITIVE POWER
0
|
|
10 |
SHARED
DISPOSITIVE POWER
0
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,267,887(1)
(see Item 5)
|
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
☐
|
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.6%(2)
|
|
14 |
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
(1)
Beneficial ownership of 47,267,887 shares of Issuer Common Stock
(as defined below) (inclusive of 3,176,659 shares of Issuer Common
Stock issuable upon exercise of Issuer Warrants (as defined below)
based upon the representations of the holders of such Issuer
Warrants in the Voting Agreements) is being reported hereunder
solely because the Reporting Person (as defined below) may be
deemed to have beneficial ownership of such shares of Issuer Common
Stock as a result of the Voting Agreements described in Item 4
hereof. Neither the filing of this Statement (as defined below) nor
any of its contents shall be deemed to constitute an admission by
the Reporting Person that it is the beneficial owner of any of the
Supporting Shares (as defined below) subject to the Voting
Agreements for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, or for any other purpose, and such
beneficial ownership is expressly disclaimed by the Reporting
Person.
(2)
Based on (a) 116,347,812 shares of Issuer Common Stock outstanding
as of the close of business on October 15, 2020, as represented by
the Issuer (as defined below) in the Merger Agreement (as defined
below) described in Item 4 hereof, and (b) 3,176,659 shares of
Issuer Common Stock issuable upon exercise of Issuer Warrants based
upon the representations of the holders of such Issuer Warrants in
the Voting Agreements.
|
Item
1. |
Security
and Issuer. |
This
statement on Schedule 13D (this “Statement”) relates to the
common stock, par value $0.001 per share (the “Issuer Common
Stock”), of Helix Technologies, Inc., a Delaware corporation
(the “Issuer”). The Issuer’s principal executive offices are
located at 5300 DTC Parkway, Suite 300, Greenwood Village, CO
80111.
|
Item
2. |
Identity
and Background. |
This
Statement is filed on behalf of Forian Inc., a Delaware corporation
(the “Reporting Person”). The Reporting Person has a
principal business address at 41 University Drive, Suite 405,
Newtown, PA 18940. The principal business of the Reporting Person
is the transactions contemplated by that certain Agreement and Plan
of Merger, dated as of October 16, 2020, among the Reporting
Person, DNA Merger Sub Inc., a wholly owned subsidiary of the
Reporting Person (“Merger Sub”), Medical Outcomes Research
Analytics, LLC (“MOR”) and the Issuer (the “Merger
Agreement”). The directors and executive officers of the
Reporting Person are set forth on Schedule I attached hereto.
Schedule I sets forth the following information with respect to
each such person:
|
(c) |
present
principal occupation or employment or principal business;
and |
During
the last five years, neither the Reporting Person nor, to the best
knowledge of the Reporting Person, any person named in Schedule I,
has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
The
Reporting Person is filing this Statement because it has entered
into certain understandings, as further described herein, with each
of (i) Helix Opportunities LLC (“Helix Opportunities”), a
principal stockholder of the Issuer which is owned by Zachary
Venegas, the Issuer’s Chief Executive Officer and a member of the
Issuer’s board of directors, and Scott Ogur, the Issuer’s Chief
Financial Officer and a member of the Issuer’s board of directors;
(ii) Paul Hodges III, a member of the Issuer’s board of director
(“Hodges”); (iii) Rose Capital Fund I, LP (“RC”) and
its affiliates RSF4 II, LLC (“RSF4 II”), RSF5 LLC
(“RSF5”), RSF4 LLC (“RSF4”), RC Feeder II LLC (“RC
Feeder”) and RSG5 LLC (“RSG5” and together with RC, RSF4
II, RSF5, RSF4 and RC Feeder, the “RC Parties”); and (iv)
Nightstone Unlimited., a principal stockholder of the Issuer
(“Nightstone”) (collectively, the “Supporting
Securityholders” and each a “Supporting
Securityholder”), in connection with the transactions
contemplated by the Merger Agreement, as more fully described in
Item 4 hereof. The Supporting Securityholders are the record and/or
beneficial owners of the Issuer Shares (as defined below) reported
herein.
|
Item
3. |
Source
and Amount of Funds or Other Consideration. |
The
information set forth or incorporated in Item 4 is incorporated by
reference in its entirety into this Item 3.
As
more fully described in Item 4 hereof, the Supporting
Securityholders, who are the record and/or beneficial owners of an
aggregate of 47,267,887 shares of Issuer Common Stock, inclusive of
3,176,659 shares of Issuer Common Stock issuable upon exercise of
warrants to purchase shares of Issuer Common Stock (“Issuer
Warrants”) based upon the representations of the holders of
such Issuer Warrants in the Voting Agreements (the shares of Issuer
Common Stock beneficially owned by the Supporting Securityholders,
collectively, the “Supporting Shares”), have entered into
the Voting Agreements with the Reporting Person. As a result of the
Voting Agreements, the Reporting Person may be deemed to have
beneficial ownership of the Supporting Shares beneficially owned by
the Supporting Securityholders, however such beneficial ownership
is expressly disclaimed by the Reporting Person. The Reporting
Person did not pay any consideration to the Supporting
Securityholders in respect of the Voting Agreements.
The
Supporting Securityholders entered into the Voting Agreements to
induce the Reporting Person to enter into the Merger Agreement, as
more fully described in Item 4 hereof.
|
Item
4. |
Purpose
of Transaction. |
Merger
Agreement
On
October 16, 2020, the Issuer, the Reporting Person, DNA Merger Sub
Inc., a Delaware corporation and wholly-owned subsidiary of the
Reporting Person (“Merger Sub”), and Medical Outcomes
Research Analytics, LLC, a Delaware limited liability company
(“MOR”), entered into an Agreement and Plan of Merger (the
“Merger Agreement”). The transactions contemplated under the
Merger Agreement are referred to as the
“Transactions.”
Pursuant
to the terms of the Merger Agreement, a business combination
between the Issuer and the Reporting Person will be effected
through the merger of Merger Sub with and into the Issuer, with the
Issuer surviving as the surviving company (the “Surviving
Corporation”) and a wholly-owned subsidiary of the Reporting
Person (the “Merger”). Once effective, common stock of the
Issuer will be converted into the right to receive common stock of
the Reporting Person pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, as more fully set
forth under “Consideration” below.
Immediately
prior to the consummation of the Merger, the Reporting Person and
MOR will consummate a reorganization (the “Reporting Person
Reorganization”), pursuant to which the holders of all of the
issued and outstanding equity interests of MOR (the “MOR
Owners”) will exchange their ownership interests in MOR for
common stock of the Reporting Person, par value $0.001 per share
(“Reporting Person Common Stock”), pursuant to a
Contribution Agreement between the Reporting Person and the MOR
Owners. The Reporting Person Reorganization will result in MOR also
becoming a wholly owned subsidiary of the Reporting
Person.
As a
result of the Reporting Person Reorganization and Merger, the
stockholders of the Issuer and the MOR Owners, respectively, will
become the stockholders of the Reporting Person.
Consideration
Under
the terms of the Merger Agreement, the consideration to be paid in
the Merger consists of Reporting Person Common Stock.
Prior
to the effective time of the Merger (the “Closing”), (a) all
of the Issuer’s outstanding shares of preferred stock shall have
been converted into shares of common stock, par value $0.001 per
share, of the Issuer (“Issuer Common Stock”), and (b)
certain outstanding convertible notes of the Issuer shall have been
converted into shares of Issuer Common Stock.
At
the Closing, (a) each share of Issuer Common Stock that is issued
and outstanding immediately prior to the Closing (other than
dissenting shares and shares of Issuer Common Stock, if any, held
by the Reporting Person, Merger Sub, the Issuer, any subsidiary of
the Issuer or held in the Issuer’s treasury) will be canceled and
converted into the right to receive 0.02731 validly issued, fully
paid and non-assessable shares of Reporting Person Common Stock,
(b) each share of Issuer Common Stock held by the Reporting Person,
Merger Sub, the Issuer, any subsidiary of the Issuer or in the
treasury of the Issuer will be canceled automatically without
conversion thereof and no payment or distribution will be made with
respect thereto, and (c) each option to purchase Issuer Common
Stock, whether vested or unvested, that is outstanding immediately
prior to the Closing shall, by virtue of the occurrence of the
Closing and without any action on the part of the Issuer, be
converted into an option with respect to a number of shares of
Reporting Person Common Stock in the manner set forth in the Merger
Agreement.
At
the Closing, by virtue of the Merger, each share of common stock of
Merger Sub issued and outstanding immediately prior to the Closing
shall be converted into and exchanged for one validly issued, fully
paid and nonassessable share of common stock of the surviving
corporation and shall constitute the only outstanding shares of
capital stock of the surviving corporation.
Board
of Directors and Executive Officers Post-Closing
Immediately
after consummation of the Merger, the Reporting Person’s board of
directors will consist of eleven directors, including Marty Wygod,
Max Wygod, Adam Dublin and Dan Barton of MOR, Scott Ogur of the
Issuer, and six new independent directors. Furthermore, immediately
after consummation of the Merger, Dan Barton, Chief Executive
Officer of MOR, will be Chief Executive Officer of the Reporting
Person, Max Wygod, co-founder of MOR, will be Executive Chairman of
the Reporting Person’s board of directors, Adam Dublin, co-founder
of MOR, will be Chief Strategy Officer of the Reporting Person, and
Clifford Farren, Chief Financial Officer, Treasurer and Secretary
of the Reporting Person, will be Chief Financial Officer, Treasurer
and Secretary of the Reporting Person.
Representations
and Warranties
The
Merger Agreement contains customary representations and warranties
of the parties thereto with respect to, among other things, (a)
organization, standing and power; (b) subsidiaries; (c) capital
structure; (d) authorization to enter into the Merger Agreement;
(e) execution, delivery and enforceability of the Merger Agreement;
(f) conflicts with organizational documents, material contracts,
laws and orders; (g) required consents; (h) undisclosed
liabilities; (i) absence of certain changes or events; (j) taxes;
(k) employee benefits; (l) employment and labor matters; (m) legal
proceedings; (n) compliance with laws; (o) environmental matters;
(p) material contracts; (q) real and personal property; (r)
intellectual property; (s) data security and privacy; (t) certain
payments and practices; (u) product warranty and liability; (v)
suppliers and customers; (w) brokers’ fees and expenses; (x)
insurance; (y) related party transactions; (z) in the case of the
Issuer, anti-takeover provisions, documents filed with the SEC,
opinion of the Reporting Person’s financial advisor, accounts
receivable and bank accounts; and (aa) in the case of the Reporting
Person, certain financial information, formation of Merger Sub and
ownership of the Issuer’s capital stock.
Covenants
The
Merger Agreement includes customary covenants of the Issuer with
respect to operation of the business prior to consummation of the
Transactions. The Merger Agreement also contains additional
covenants of the parties, including, among others, (a) the use of
reasonable best efforts to consummate the Merger and (b)
preparation and filing of a proxy statement and prospectus of the
Issuer (the “Proxy Statement/Prospectus”).
In
addition, the Issuer is obligated, as reasonably promptly as
practicable after the later of (a) the date on which the
registration statement on Form S-4 is filed with the Securities and
Exchange Commission (“SEC”) by the Reporting Person under
the Securities Act of 1933, as amended (the “Securities
Act”), with respect to the shares of Reporting Person Common
Stock to be issued to the stockholders of the Issuer in connection
with the Transactions (the “Form S-4”) is declared effective
under the Securities Act and (b) the date on which the SEC confirms
that it has no further comments on the Proxy Statement/Prospectus,
to hold a meeting of its stockholders for the purpose of adopting
the Merger Agreement and approving the Transactions, including the
Merger (the “Issuer Stockholders Meeting”). Furthermore, the
Issuer’s board of directors is required under the Merger Agreement
to recommend that the Issuer stockholders vote in favor of the
adoption of the Merger Agreement and the Merger.
The
Merger Agreement also contains customary non-solicitation
provisions prohibiting the Issuer from soliciting, initiating,
knowingly encouraging or facilitating any “Inquiry” (as defined in
the Merger Agreement), entering into, continuing or otherwise
participating in any discussions or negotiations with any person
with respect to an Inquiry or an “Alternative Proposal” (as defined
in the Merger Agreement) or entering into any contracts or
agreements in connection therewith.
Conditions
to Consummation of the Merger
Consummation
of the Merger is generally subject to customary conditions of the
respective parties, including (a) the absence of any law or
governmental order preventing, enjoining, making illegal or
prohibiting the consummation of the Merger and the other
Transactions, (b) effectiveness of the Form S-4 upon declaration by
the SEC, (c) having obtained the approval of the Issuer’s
stockholders, (d) the acquisition by the Reporting Person of all of
the equity interests of MOR, (e) completion of a private offering
by MOR of securities resulting in net proceeds to MOR of at least
$11,000,000 (the “MOR Offering”), (f) the shares of
Reporting Person Common Stock shall have been approved for listing
on The Nasdaq Capital Market, subject to official notice of
issuance, (g) holders of no more than five percent (5%) of the
outstanding shares of Issuer Common Stock (calculated on an
as-converted to Issuer Common Stock basis) not exercising, or
remaining entitled to exercise, statutory rights to appraisal or
dissenters rights pursuant to the DGCL with respect to such shares
of Issuer capital stock, (h) receipt of certain required approvals,
(i) repayment or conversion of certain indebtedness of the Issuer,
(j) conversion of all of the Issuer’s preferred stock, par value
$0.001 per share “Issuer Preferred Stock”) to Issuer Common
Stock, and (k) divestiture of Issuer’s security guarding
business.
Termination
The
Merger Agreement may be terminated under certain customary and
limited circumstances at any time prior to the Closing, including
(a) upon mutual written consent of the Reporting Person and the
Issuer or (b) by either the Reporting Person or the Issuer if (i)
the Merger has not been consummated on or prior to February 26,
2021 (the “End Date”), (ii) the consummation of the Merger
has been prevented, enjoined made illegal or otherwise prohibited,
(iii) by either the Reporting Person or the Issuer if Issuer
stockholder approval of the Merger is not obtained, (iv) MOR fails
to consummate the MOR Offering and all other conditions to closing
of the Merger are satisfied, or (v) the other party has breached
any representation, warranty, covenant or agreement and such breach
is not cured within 30 days following receipt by the breaching
party of written notice of such breach. The Merger Agreement also
provides that the Issuer may terminate the Merger Agreement if,
among other things, the Issuer’s board of directors in order to
enter into a definitive written agreement providing for a “Superior
Proposal” (as defined in the Merger Agreement) if the Issuer has
complied in all material respects with certain obligations with
respect to such Superior Proposal only after the Issuer provides
the Reporting Person with not less than five business days’ notice
of its determination to accept such Superior Proposal, including
all material terms thereof and fulfills its obligations in the
Merger Agreement upon such termination. Further, the Reporting
Person may terminate the Merger Agreement (a) in the event of an
“Adverse Recommendation Change” (as defined in the Merger
Agreement), (b) if the Issuer materially breaches its
non-solicitation obligations, (c) if the Issuer does not divest its
security guarding business at least fifteen (15) business days
prior to the End Date, or (d) if The Nasdaq Stock Market, LLC
informs the Reporting Person that the shares of Reporting Person
Common Stock are not, or will not be, approved for listing, whether
or not such decision is subject to appeal.
The
Merger Agreement provides that, upon termination of the Merger
Agreement under specified circumstances, the Issuer will be
required to pay the Reporting Person a termination fee equal to the
greater of (a) $1,365,000 and (b) the aggregate amount of all
costs, fees and expenses incurred by the Reporting Person, MOR or
any of the Reporting Person’s subsidiaries in connection with the
Transactions. The Merger Agreement provides that, upon termination
of the Merger Agreement under specified circumstances, the Issuer
will be required to reimburse the Reporting Person the aggregate
amount of all costs, fees and expenses incurred by the Reporting
Person, MOR or any of the Reporting Person’s subsidiaries in
connection with the Transactions. The Merger Agreement provides
that, upon termination of the Merger Agreement under specified
circumstances, the Reporting Person will be required to pay the
Issuer a termination fee of $500,000.
A
copy of the Merger Agreement is filed with this Statement as
Exhibit 1 and is incorporated herein by reference. The foregoing
description of the Merger Agreement and the Transactions is not
complete and is subject to, and qualified in its entirety by,
reference to the actual agreement. The Merger Agreement contains
representations, warranties and covenants that the respective
parties made to each other as of the date of the Merger Agreement
or other specific dates. The assertions embodied in those
representations, warranties and covenants were made for purposes of
the contract among the respective parties and are subject to
important qualifications and limitations agreed to by the parties
in connection with negotiating such agreement. In particular, the
assertions embodied in the representations and warranties in the
Merger Agreement were made as of a specified date, are modified or
qualified by information in one or more confidential disclosure
letters prepared in connection with the execution and delivery of
the Merger Agreement, may be subject to a contractual standard of
materiality different from what might be viewed as material to
investors, or may have been used for the purpose of allocating risk
between the parties. Accordingly, the representations and
warranties in the Merger Agreement are not necessarily
characterizations of the actual state of facts about the Reporting
Person, the Issuer or the other parties at the time they were made
or otherwise and should only be read in conjunction with the other
information that the Issuer makes publicly available in reports,
statements and other documents filed with the SEC.
Voting
Agreements
On
October 16, 2020, concurrent with the execution and delivery of the
Merger Agreement, the Supporting Securityholders entered into
separate voting and support agreements with the Reporting Person
(collectively, the “Voting Agreements” and individually a
“Voting Agreement”).
Pursuant
to the Voting Agreements, each Supporting Securityholder agreed,
among other things to, vote or cause to be voted the shares of
Issuer Common Stock and Issuer Preferred Stock (on an as-converted
basis) beneficially owned by such Supporting Securityholder (a) in
favor of the adoption of the Merger Agreement and approval of the
Merger and (b) against (i) any action or proposal that would
constitute a breach in any respect of any covenant, representation
or warranty under the Merger Agreement or of such Supporting
Securityholder under the applicable Voting Agreement, or that
reasonably would be expected to prevent, impede, frustrate,
interfere with, delay, postpone or adversely affect the Merger or
any of the other Transactions or the consummation thereof, (ii) any
Alternative Proposal or any proposal relating to an Alternative
Proposal, or (iii) any proposal in opposition to approval of the
Merger Agreement or in competition with or materially inconsistent
with the Merger Agreement.
In
addition, under the terms of its Voting Agreement, each Supporting
Securityholder irrevocably appointed the Reporting Person as such
Supporting Securityholder’s proxy and attorney-in-fact to vote at
any annual or special meeting of the Issuer stockholders at which
any of the matters set forth above are to be considered, with
respect to such Supporting Securityholder’s Issuer Common Stock and
Issuer Preferred Stock.
Each
Supporting Securityholder also agreed, under its Voting Agreement,
not to, among other things, (a) cause or permit any “Transfer” (as
defined in the Voting Agreements) of any of such Supporting
Securityholder’s “Subject Securities” (as defined in such
Supporting Securityholder’s Voting Agreement); (b) deposit any of
such Supporting Securityholder’s Subject Securities in a voting
trust, grant any proxy or power of attorney in respect of such
Supporting Securityholder’s Subject Securities, enter into any
voting agreement or similar arrangement with respect to such
Supporting Securityholder’s Subject Securities; (c) acquire any
additional securities of the Issuer; (d) form, join, encourage,
influence, advise or in any way participate in any “group” (as such
term is defined in Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)) with any persons
with respect to any securities of the Issuer; (e) act in concert
with any person to make, or participate in, a “solicitation” of
“proxies” or consents (as such terms are used in the proxy
solicitation rules of the SEC), other than to recommend that
stockholders of the Issuer vote in favor of the adoption of the
Merger Agreement and any proposal or action in respect of which
approval of the Issuer’s stockholders is requested that could
reasonably be expected to facilitate the Merger and the other
Transactions; or (f) commit or agree to take any of the foregoing
actions.
The
Supporting Securityholders also agreed to waive their appraisal
rights in connection with the Merger and agreed to certain
non-solicitation obligations with respect to any Inquiry or
Alternative Proposals.
Each
Supporting Securityholder that beneficially owns shares of the
Issuer Preferred Stock also agreed, under the Voting Agreements,
that all of its shares of Issuer Preferred Stock would convert into
1.046 shares of Issuer Common Stock, with such conversion to become
effective immediately prior to the effective time of the Merger.
Each Supporting Securityholder that beneficially owns certain
convertible notes of the Issuer also agreed, under the Voting
Agreements, that such convertible notes would convert into shares
of Issuer Common Stock prior to the effective time of the
Merger.
The
foregoing description of the Voting Agreements is not complete and
is subject to, and qualified in its entirety by, reference to the
full text of the form of Voting Agreement filed as Exhibit 2 to
this Statement, which is incorporated herein by
reference.
Additional
Information
The
purpose of the Merger is for the Reporting Person to acquire
control of, and the entire equity interest in, the Issuer. The
Supporting Securityholders entered into the Voting Agreements as an
inducement to the Reporting Person’s willingness to enter into the
Merger Agreement. At the Closing, the certificate of incorporation
of Issuer, as amended, will be amended and restated in its entirety
in the form attached to the Merger Agreement, and, as so amended
and restated, will be the certificate of incorporation of the
surviving corporation in the Merger until further amended.
Immediately after the Closing, the directors of the Surviving
Corporation will consist of Max Wygod, Adam Dublin and Dan Barton
of MOR. Furthermore, immediately after the Closing, Dan Barton will
be Chief Executive Officer of the Surviving Corporation, Max Wygod
will be Executive Chairman of the Surviving Corporation’s board of
directors, Adam Dublin will be Chief Strategy Officer of the
Surviving Corporation and Clifford Farren will be Chief Financial
Officer, Treasurer and Secretary of the Surviving
Corporation.
Except
as disclosed in this Statement, the Reporting Person has no present
plan or proposal that would result in an extraordinary corporate
transaction involving the Issuer or any of its subsidiaries, such
as a merger, reorganization, liquidation, relocation of operations,
or sale or transfer of a material amount of assets, or any material
changes in the Issuer’s capitalization, corporate structure or
business.
In
addition to the Supporting Shares, and as noted above, all of the
shares of Issuer Preferred Stock, which vote on an “as converted”
basis with the Issuer Common Stock, and certain convertible notes
of the Issuer, in each case, that are held by certain of the
Supporting Securityholders are subject to one or more of the Voting
Agreements. As a result of the Voting Agreements and certain other
agreements entered into by such Supporting Securityholders, such
shares of Issuer Preferred Stock are not presently convertible into
shares of Issuer Common Stock (and the holders thereof do not
presently have the right to convert such shares of Issuer Preferred
Stock into shares of Issuer Common Stock within 60 days of the date
of this Statement). Similarly, convertible notes of the Issuer held
by certain Supporting Securityholders, which are convertible into
shares of Issuer Common Stock, are not presently convertible into
shares of Issuer Common Stock (and the holders thereof do not
presently have the right to convert such convertible notes into
shares of Issuer Common Stock within 60 days of the date of this
Statement). Therefore, the Reporting Person is not presently deemed
to be the beneficial owner of shares of Issuer Common Stock
issuable upon conversion of the Issuer Preferred Stock or upon
conversion of such convertible notes.
|
Item
5. |
Interest
in Securities of the Issuer. |
The
information contained in rows 7, 8, 9, 10, 11, 12 and 13 on the
cover page of this Statement and the footnotes thereto, and the
information set forth or incorporated in Items 2, 3 and 4 of this
Statement is incorporated by reference in its entirety into this
Item 5.
(a),
(b)
As a
result of the transactions described in Item 4, as of the date of
this Statement, under the definition of “beneficial ownership” as
set forth in Rule 13d-3 under the Exchange Act, the Reporting
Person may be deemed to have shared power to vote up to (and
therefore beneficially own) 47,267,887 shares of Issuer Common
Stock in favor of approval of the Merger or in connection with
certain other matters described in Item 4 above (the terms of which
are incorporated herein by reference) (based on (i) 116,347,812
shares of Issuer Common Stock outstanding as of the close of
business on October 15, 2020, as represented by the Issuer in the
Merger Agreement and (ii) 3,176,659 shares of Issuer Common Stock
issuable upon exercise of Issuer Warrants based upon the
representations of the holders of such Issuer Warrants in the
Voting Agreements). Accordingly, the percentage of the outstanding
shares of Issuer Common Stock that may be deemed to be beneficially
owned by the Reporting Person as a result of the Voting Agreements
is approximately 39.6%.
Except
as set forth above, the Reporting Person does not beneficially own
any shares of Issuer Common Stock. Neither the filing of this
Statement nor any of its contents shall be deemed to constitute an
admission by the Reporting Person that it is the beneficial owner
of any of the shares of Issuer Common Stock referred to herein for
the purposes of Section 13(d) of the Act, or for any other purpose,
and such beneficial ownership is expressly disclaimed by the
Reporting Person. All shares
beneficially owned by the Reporting Person are reported to the
knowledge of the Reporting Person based on the representations of
the Issuer and the Supporting Securityholders.
To
the knowledge of the Reporting Person, none of the persons named in
Schedule I attached hereto beneficially owns any shares of Issuer
Common Stock.
(c)
None.
(d)
To the knowledge of the Reporting Person, no person, other than the
Supporting Securityholders and their controlling persons has the
right to receive or power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Issuer Common Stock
covered by this Statement.
(e)
Not applicable.
|
Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of Issuer. |
The
information set forth in Items 4 and 5 above is incorporated by
reference in its entirety into this Item 6. Other than the Merger
Agreement and the Voting Agreements described above, to the best of
the Reporting Person’s knowledge, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2, or between such persons and any
person, with respect to the securities of the Issuer, including,
but not limited to, transfer or voting of any of the securities,
finder’s fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies, including any securities pledged
or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such
securities other than standard default and similar provisions
contained in loan agreements.
|
Item
7. |
Material
to Be Filed as Exhibits. |
|
Exhibit |
|
Description |
| 1 |
|
Agreement
and Plan of Merger, dated as of October 16, 2020, by and among
Helix Technologies, Inc., Forian Inc., DNA Merger Sub, Inc. and
Medical Outcomes Research Analytics, LLC (incorporated herein by
reference to Exhibit 2.1 to the Current Report on Form 8-K filed by
Helix Technologies, Inc. with the Securities and Exchange
Commission on October 19, 2020). |
| 2 |
|
Form
of Voting Agreement (incorporated herein by reference to Exhibit
10.1 to the Current Report on Form 8-K filed by Helix Technologies,
Inc. with the Securities and Exchange Commission on October 19,
2020). |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Dated:
October 21, 2020
| |
FORIAN INC. |
| |
|
|
| |
By: |
/s/ Max Wygod |
| |
Name: |
Max Wygod |
| |
Title: |
Executive Chairman |
SCHEDULE
I
INFORMATION
CONCERNING MEMBERS OF THE BOARDS OF DIRECTORS AND
THE
EXECUTIVE OFFICERS OF THE REPORTING PERSON
The
following table sets forth information about the members of the
Board of Directors of the Reporting Person (the “Reporting
Person Board”) and the executive officers of the Reporting
Person as of October 16, 2020. The common business address and
telephone number for all the directors and executive officers of
the Reporting Person is as follows: c/o Forian Inc., 41 University
Drive, Suite 405, Newtown, PA 18940, telephone number: (267)
757-8707.
|
Name,
Country of Citizenship, Position |
|
Present
Principal Occupation or Employment |
|
Max
Wygod
United
States
|
|
Director
and Executive Chairman of the Reporting Person |
| |
|
|
Dan
Barton
United
States
|
|
Director
and Chief Executive Officer of the Reporting Person |
| |
|
|
Adam
Dublin
United
States
|
|
Director
and Chief Strategy Officer of the Reporting Person |
| |
|
|
|
Clifford
Farren
United
States
|
|
Chief
Financial Officer, Treasurer and Secretary of the Reporting
Person |
9
