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Effective upon the completion of the Merger (as defined below), Forian Inc. (the “Company”) entered into indemnification agreements (the “Indemnification Agreements”) with Forian’s directors and officers. With specified exceptions, these Indemnification Agreements provide for indemnification against all liability and loss suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement by any of these individuals in any action, suit or proceeding, to the fullest extent permitted by applicable law. The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

Item 2.01.

Completion of Acquisition or Disposition of Assets

On March 2, 2021 (the “Effective Time”), pursuant to the Agreement and Plan of Merger, dated as of October 16, 2020, as amended by Amendment to Agreement and Plan of Merger, dated as of December 30, 2020, as further amended by Amendment No. 2 to Agreement and Plan of Merger, dated February 9, 2021 (together, the “Merger Agreement”), by and among Helix Technologies, Inc. (“Helix”), the Company and DNA Merger Sub, Inc. (“Merger Sub”), Merger Sub merged with and into Helix, with Helix being the surviving corporation as a wholly-owned subsidiary of the Company.

Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Helix common stock, par value $0.001 per share (“Helix Common Stock”) was converted into 0.05 shares (the “Exchange Ratio”) of common stock, par value $0.001 per share, of the Company (“Company Common Stock”). Also, at the Effective Time, each outstanding Helix stock option, whether vested or unvested, was automatically converted into a Company stock option to acquire, on the same terms and conditions as were applicable to such Helix stock option immediately prior to the Effective Time, the number of shares of Company Common Stock (rounded, if necessary, down to the nearest whole share) determined by multiplying the number of shares of Helix Common Stock subject to such Helix stock option as of immediately prior to the effective time by the Exchange Ratio, at an exercise price per share of Company Common Stock (rounded, if necessary, up to the nearest whole cent) equal to the exercise price per share of Helix Common Stock under such Helix stock option divided by the Exchange Ratio.

Immediately prior to the Effective Time, pursuant to the Equity Interest Contribution Agreement, dated March 2, 2021 (the “Contribution Agreement”), by and among the Company, Medical Outcomes Research Analytics, LLC (“MOR”) and each equity holder of MOR, such equity holders contributed their interests in MOR to the Company in exchange for shares of Company Common Stock (the “Contribution”). Upon the closing of the Contribution MOR became a wholly-owned subsidiary of the Company. Each unit of MOR was exchanged for 1.7776 shares of Company Common Stock.

The issuance of shares of Company Common Stock in connection with the Merger and the Contribution, as described above, was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-250398), filed by the Company with the Securities and Exchange Commission (the “SEC”) and declared effective on February 11, 2021. The proxy statement/prospectus of Helix and Forian (the “Proxy Statement/Prospectus”) included in the registration statement contains additional information about the Merger and the Contribution and the related transactions. The description of the Company Common Stock set forth in the Proxy Statement/Prospectus is incorporated herein by reference.

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The foregoing description of the transactions resulting from consummation of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement and the amendments thereto, incorporated by reference as Exhibit 2.1, 2.2 and 2.3 to this Current Report on Form 8-K. The foregoing description of the transactions resulting from consummation of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the Contribution Agreement, incorporated by reference as Exhibit 2.4 to this Current Report on Form 8-K.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 2, 2021, Forian issued a press release in connection with the completion of the Merger and the Contribution. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.