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): February ~~December 30~~9, ~~2020~~2021

	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, as amended by Amendment to Agreement and Plan of Merger, dated as of December 30, 2020, (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”). On February 9, 2021, the parties entered into Amendment No. 2 to the Merger Agreement (“Amendment No. 2”), which extended the “End Date” (as defined in the Merger Agreement) from February 26, 2021 to March 5, 2021. Amendment No. 2 is incorporated by reference as an exhibit to this Current Report on Form 8-K.

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

Exhibit No.		Description
2.2		Amendment to Agreement and Plan of Merger, dated as of December 30, 2020, by and among Helix Technologies, Inc., Forian Inc., DNA Merger Sub, Inc. and Medical Outcomes Research Analytics, LLC

1EXHIBIT INDEX

Exhibit No.				Description
	2.2			Amendment No. 2 to Agreement and Plan of Merger, dated as of February 9, 2021 by and among Helix Technologies, Inc., Forian Inc., DNA Merger Sub, Inc. and Medical Outcomes Research Analytics, LLC (incorporated by reference to Exhibit 2.3 to Amendment No. 4 to the Registration Statement on Form S-4 of Forian, Inc. (Registration No. 333-250938) filed with the Commission on February 9, 2021)

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
Date: February 11, 2021	/s/ Scott Ogur
	Scott Ogur
	Chief Financial Officer

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