NEWTOWN, Pa., April 12, 2021 /PRNewswire/ -- Forian
Inc. (Nasdaq:FORA), a provider of software and
technology-enabled services for the healthcare and cannabis
industries, announced today that it has entered into a securities
purchase agreement with a select group of institutional and
accredited investors to raise gross proceeds of $12,000,000 resulting from the sale of 1,191,743
shares of its common stock at an average purchase price equal to
$10.21 per share. The Company did not
engage a placement agent in connection with the private investment
in public equity ("PIPE") financing.
Investors include both unaffiliated investors as well as
directors of the Company. An independent Special Committee of
Forian's Board of Directors was established to review and negotiate
the transaction on behalf of the Company. An institutional investor
led the negotiations for the unaffiliated investors. Directors
purchased 560,461 shares of common stock at a purchase price of
$11.33 per share, which amount
represents the consolidated closing bid price of the Company's
common stock as reported by the Nasdaq Stock Market LLC on
Friday April 9, 2021, the last
trading day prior to execution of the securities purchase
agreement. Directors participating in the financing include
Executive Chairman Max Wygod,
Adam Dublin, Stanley Trotman, Dr. Mark Adler and Martin Wygod. Unaffiliated
investors purchased 631,282 shares of common stock at a purchase
price of $8.95 per share, which price
was negotiated on Friday, April 9,
2021, and represents an approximately 15% discount to the
preceding day's volume weighted average price. There are no
warrants or other securities included with the PIPE financing.
The Company expects to use the proceeds of the PIPE 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 PIPE 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 shares of common
stock sold in the PIPE financing.
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.
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, MOR and Helix, 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;
and the additional risks and uncertainties set forth more fully
under the caption "Risk Factors" in Forian's Annual Report on Form
10-K 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 Contact:
Josh
Vlasto
917-881-9662
forian.com
josh.vlasto@forian.com
Investor Contact:
908-824-3410
forian.com/investors
ir@forian.com
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SOURCE Forian Inc.