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 23~~ March 2, 2021

HELIX TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-55722

81-4046024

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5300 DTC Parkway, Suite 300 Greenwood Village, CO		80111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (215) 309-7700

(Former name or former address, if changed since last report)

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). ☐

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 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement.~~of Assets

~~Zachary Venegas, our Chief Executive Officer (“Venegas”),~~On ~~Scott~~March ~~Ogur~~2, ~~our~~2021 ~~Chief Financial Officer~~ (~~“Ogur”), and Helix Opportunities, LLC (“HOF” and collectively with Venegas and Ogur,~~ the “~~HOF~~Effective ~~Parties~~Time”), apursuant ~~Delaware~~to ~~limited~~the ~~liability~~Agreement ~~company~~ and ~~stockholder~~Plan of ~~Helix Technologies,~~ ~~Inc.~~Merger, ~~(the~~dated ~~“Company”~~as orof ~~“Helix”) have informed Forian~~October 16, ~~Inc.~~2020, aas ~~Delaware~~amended ~~corporation~~by ~~(“Forian”), DNA~~Amendment ~~Merger~~to ~~Sub~~Agreement ~~Inc.,~~and aPlan ~~Delaware~~of ~~corporation (“~~Merger ~~Sub”)~~, ~~and~~dated ~~Medical~~as ~~Outcomes~~of ~~Research~~December ~~Analytics~~30, ~~LLC~~2020, ~~a Delaware~~ ~~limited~~as ~~liability~~further ~~company~~amended ~~(“MOR”)~~by ~~(collectively,~~Amendment ~~Helix,~~No. ~~Forian,~~2 ~~Merger~~to ~~Sub~~Agreement and ~~MOR~~Plan ~~are~~of ~~referred~~Merger, todated ~~herein~~February 9, as2021 (the “Merger ~~Parties”)~~ ~~of a dispute involving a claim by Arapaho Foundation, LLC (“Arapaho~~Agreement”) ~~alleging that Arapaho is entitled~~, toby anand ~~ownership~~among ~~interest~~Helix inTechnologies, ~~certain~~Inc. ~~shares of~~ (the ~~Company’s common stock (~~“~~Common Stock~~Company”), ~~currently~~Forian ~~held~~Inc. ~~by one or more of the HOF Parties~~ (~~the~~ “~~Dispute~~Forian”). ~~In order to induce Forian~~ and ~~MOR~~DNA ~~to complete the transactions contemplated by that certain~~ Merger ~~Agreement dated October 16, 2020, by and among the Company, Forian and Merger~~ Sub ~~(as amended~~, ~~the~~ Inc. (“Merger ~~Agreement~~ Sub”), ~~the~~Merger ~~HOF~~Sub ~~Parties~~merged ~~have~~with ~~agreed~~and tointo ~~indemnify~~ the ~~Merger Parties pursuant to that certain Indemnification Agreement~~Company, ~~dated~~ ~~February~~with ~~23,~~Company ~~2021,~~being ~~by and among~~ the ~~HOF~~surviving ~~Parties~~corporation ~~and~~as ~~the~~a ~~Merger~~wholly-owned subsidiary ~~Parties~~of ~~(the “Indemnification Agreement”)~~Forian.

~~The~~Pursuant ~~Indemnification~~to ~~Agreement~~the ~~provides, among other things,~~terms ~~that~~of the ~~HOF~~Merger ~~Parties~~Agreement, ~~jointly~~at ~~and~~the ~~severally~~Effective Time, ~~will~~each ~~indemnify~~share ~~and~~of ~~hold harmless~~ the ~~Merger~~Company’s ~~Parties~~common ~~and~~stock, ~~their~~par ~~respective~~value ~~affiliates (within~~$0.001 ~~the~~per ~~meaning~~share of(“Company Common ~~the~~Stock”) ~~Securities~~was ~~Act~~converted ofinto ~~1933,~~0.05 asshares ~~amended~~ (the “~~Securities~~Exchange ~~Act~~Ratio”)), ~~and each~~ of ~~the~~common ~~Merger~~stock, ~~Parties and~~par ~~their~~value ~~affiliates’~~$0.001 ~~respective~~per ~~past~~share, of ~~present~~Forian ~~and~~(“Forian ~~future~~Common ~~partners,~~Stock”). ~~managers~~Also, ~~members,~~at ~~directors,~~the ~~officers,~~Effective ~~agents~~Time, ~~consultants, employees (~~each ofoutstanding Company ~~the~~stock ~~Merger~~option, ~~Parties~~whether ~~and~~vested ~~such other persons~~ or ~~entities~~unvested, ~~excluding~~was ~~each~~automatically ofconverted ~~the~~into ~~HOF~~a ~~Parties,~~Forian isstock ~~hereinafter~~option ~~referred~~ to asacquire, anon ~~“Indemnified~~the ~~Person”),~~same terms ~~from~~ and ~~against~~conditions ~~any~~as ~~losses,~~were ~~claims,~~applicable ~~damages, costs and liabilities~~ to ~~which~~ such ~~Indemnified Person~~Company ~~may~~stock ~~become~~option ~~subject,~~immediately ~~related~~prior to orthe ~~arising~~Effective ~~out of~~Time, ~~or in connection with,~~ the ~~Dispute~~number ~~and~~of ~~any~~shares of ~~matter~~Forian orcommon ~~agreement~~stock ~~arising therefrom~~ (~~whether~~rounded, ~~occurring~~if ~~before~~necessary, ~~at,~~down orto ~~after~~ the ~~date~~nearest ~~hereof~~whole ~~and~~share) ~~whether~~determined orby ~~not~~multiplying ~~such~~the ~~Indemnified~~number ~~Person~~of isshares of aCommon ~~named~~Stock ~~party) (collectively,~~subject ~~the~~to ~~“Losses”)~~such ~~and~~Company ~~will~~stock ~~reimburse~~option ~~any~~as ~~Indemnified~~of ~~Person~~immediately ~~for~~prior ~~all~~to ~~legal~~the ~~and~~Effective ~~other~~Time ~~expenses~~by inthe ~~excess~~Exchange ~~of $50~~Ratio,~~000,~~ ~~including~~at ~~expenses~~an exercise inprice ~~connection~~per ~~with~~share ~~investigating,~~of ~~preparing,~~Forian ~~defending,~~Common ~~paying~~Stock (rounded, ~~settling~~if ornecessary, ~~compromising~~up ~~any~~to ~~claim, action,~~the ~~inquiry,~~nearest ~~proceeding~~whole orcent) ~~investigation~~equal ~~arising~~to ~~therefrom,~~the ~~whether~~exercise orprice per ~~not~~share ~~such~~of ~~Indemnified~~Company ~~Person~~Common isStock aunder ~~party~~such toCompany ~~the~~stock ~~Indemnification Agreement~~option ~~(collectively,~~divided by the ~~“Expenses”)~~Exchange Ratio.

InThe foregoing ~~addition,~~description ~~HOF~~of ~~Parties~~the ~~and~~transactions ~~Forian~~resulting ~~will~~from ~~enter~~consummation ~~into~~of anthe ~~Escrow~~Merger Agreement ~~(the~~ ~~“Escrow~~does ~~Agreement”)~~not ~~with~~purport ato ~~third~~be ~~party~~complete and ~~escrow~~is ~~agent~~qualified ~~(the~~in ~~“Escrow~~its ~~Agent”)~~entirety ~~pursuant~~by reference to ~~which~~ the ~~HOF Parties~~Merger ~~will~~Agreement ~~deposit~~and ~~with~~ the ~~Escrow~~amendments ~~Agent~~thereto, ~~shares~~incorporated ofby ~~Common~~reference ~~Stock~~as Exhibit ~~(the~~2.1, ~~“Escrow~~2.2 ~~Shares”)~~and to2.3 ~~secure its obligations~~ to ~~the~~ ~~Indemnified~~this ~~Persons~~Current ~~under~~Report ~~the~~on ~~Indemnification~~Form ~~Agreement~~8-K.

1Item 3.03 Material Modification to Rights of Security Holders

~~Item~~The information 8set forth in Items 2.01 ~~Other~~of ~~Events~~this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

~~Stockholder~~Item ~~Lawsuits~~5.01 Changes in Control of Registrant

~~Beginning on February 16, 2021, four lawsuits were filed by~~At ~~purported~~the ~~Company~~Effective ~~stockholders (captioned Dillion v. Helix Technologies~~Time, ~~Inc.,~~Merger etSub ~~al., No. 1:21-cv-01365 (filed February~~merged ~~16,~~with ~~2021~~and ininto the ~~United States District Court for the Southern District of New York) (the “Dillion Complaint”); Baros v. Helix Technologies~~Company, ~~Inc.,~~resulting ~~et al., No. 1:21-cv-01425 (filed February 17, 2021~~ in the ~~United~~Company ~~States District~~becoming ~~Court~~a ~~for the Southern District of New York) (the “Baros Complaint”); Anderson v. Helix Technologies, Inc., et al., No. 1:21~~wholly-~~cv-00464 (filed~~owned ~~February~~subsidiary ~~17, 2021 in the United States District Court for the District~~ of ~~Colorado)~~ ~~(the “Anderson Complaint”); Robinson v~~Forian. ~~Helix Technologies~~Accordingly, ~~Inc.,~~a etchange ~~al., No. 1:21-cv-00484 (filed February 18, 2021~~ in ~~the~~control ~~United States District Court for the District~~ of ~~Colorado) (~~the ~~“Robinson Complaint” and together with the Dillion Complaint, Baros Complaint and the Anderson Complaint, the “Complaints”)). The Complaints were filed against (a) the~~ Company ~~and (b) the members of the Company’s Board (the “Individual Defendants”) and the Baros Complaint was also filed against Forian, MOR and Merger Sub~~occurred. The ~~Complaints~~information ~~generally~~set ~~allege~~forth ~~that the defendants violated Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by, among other things, failing to disclose material information~~ in ~~the Proxy~~Item ~~Statement regarding the sales process, reconciliation of certain financial projections regarding the Company certain inputs underlying Management Planning, Inc~~2.’s01 ~~financial analysis, and potential conflicts~~ of ~~interest~~this ofCurrent ~~involving the Company’s insiders. The Complaints also allege the Individual Defendants~~Report ~~(and~~on ~~the~~Form ~~Baros~~8-K ~~Complaint~~is ~~alleges~~incorporated ~~Forian,~~into ~~Merger~~this ~~Sub~~Item ~~and MOR) violated Section 20(a) of the Exchange Act as controlling persons who had the ability to prevent the Proxy Statement from being materially false and misleading~~5.01 ~~The Complaints seek, among other things, an injunction against the consummation of the transactions contemplated~~ by ~~the Merger Agreement and an award of costs and expenses, including a reasonable allowance for attorneys’ and experts’ fees~~reference.

~~Additional~~Item ~~Information~~5.02 ~~and~~Departure ~~Where~~of toDirectors ~~Find~~or ItCertain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~In connection with the Business Combination, Forian filed with~~At the ~~SEC~~Effective ~~the registration statement~~Time, ~~which~~all ~~included a document that serves as a proxy statement~~ of ~~Helix~~the directors and aexecutive ~~prospectus~~officers of ~~Forian. The SEC declared~~ the ~~registration~~Company ~~statement~~ceased ~~effective~~serving onas ~~February~~directors ~~11, 2021,~~ and ~~the proxy~~executive ~~statement/prospectus/information~~officers ~~statement was first mailed to stockholders~~ of ~~Helix~~the ~~on or about February 11, 2021~~Company. ~~The proxy~~ ~~statement/prospectus described~~As ~~above~~of ~~contains~~the ~~important~~Effective ~~information about Helix~~Time, ~~MOR,~~Scott ~~Forian~~Ogur, the ~~proposed~~former ~~Business~~Chief ~~Combination~~Financial ~~and~~Officer ~~related matters. Investors and security holders are urged to read the proxy statement/prospectus carefully. Investors and security holders may obtain free copies~~ of ~~these documents, and other documents filed with~~ the ~~SEC~~Company, bywas ~~Helix~~appointed ~~and~~to ~~Forian through~~ the ~~website maintained~~ byboard ~~the~~of ~~SEC~~directors ~~at www.sec.gov. In addition, investors and security holders may obtain free copies~~ of ~~these documents from Helix by going to Helix’s Investor Relations web page at https://helixtechnologies~~Forian.~~com/investor-relations/~~

~~Participants in the Solicitation~~1

~~The~~Item ~~directors~~5.03 ~~and~~Amendments ~~executive officers of Helix may be deemed~~ to beArticles ~~participants in the solicitation~~ of ~~proxies~~Incorporation ~~from~~or ~~the~~Bylaws; ~~stockholders~~Change ~~of Helix,~~ in ~~connection~~Fiscal ~~with the proposed Business Combination~~Year. Information regarding the interests of these directors and executive officers in the transaction described herein is included in the proxy statement/prospectus described above. This document is available from Helix free of charge as described in the preceding paragraph.

NoThe information ~~Offer~~disclosed orin ~~Solicitation~~Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

~~This Current Report on Form 8-K shall not constitute~~At anEffective ~~offer~~Time, ~~to sell or~~ the ~~solicitation~~Company’s certificate of anincorporation, ~~offer~~as toin ~~buy~~effect ~~any~~immediately ~~securities~~prior orto athe ~~solicitation~~Effective ofTime, ~~any~~was ~~vote~~amended and orrestated ~~approval,~~in ~~nor~~its ~~shall~~entirety ~~there be~~to ~~any~~read ~~sale~~as ofset ~~securities~~forth in ~~any~~Exhibit ~~jurisdiction~~3.1 into ~~which~~this ~~such~~Current ~~offer,~~Report ~~solicitation~~on orForm ~~sale~~8-K, ~~would~~and, beas ~~unlawful~~so ~~prior~~amended toand ~~registration~~restated, orwill ~~qualification~~be ~~under~~ the ~~securities~~amended ~~laws~~and ofrestated ~~any~~certificate ~~such~~of ~~jurisdiction.~~incorporation Noof ~~offering~~the ofCompany ~~securities~~until ~~shall~~thereafter bechanged ~~made~~or ~~except~~amended byas ~~means~~provided oftherein aor ~~prospectus~~by ~~meeting~~applicable ~~the requirements of Section 10 of the Securities Act~~law.

2Item 5.07 Submission of Matters to a Vote of Security Holders.

~~SIGNATURES~~The Company held a special meeting of its stockholders on Tuesday, March 2, 2021, virtually on the Internet related to the proposed Merger Agreement. On the record date, the Company had 161,909,197 shares of common and preferred stock outstanding and entitled to vote at the special meeting. At the special meeting, the Company’s stockholders voted on three proposals, as described in the prospectus and joint proxy statement of the Company and Forian dated February 11, 2021, and cast their votes as described below:

~~Pursuant to the requirements of the Securities~~Proposal ~~Exchange~~1- ~~Act~~Adoption of ~~1934,~~ the ~~Registrant~~Merger ~~has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Agreement

	HELIX TECHNOLOGIES, INC.
Dated: February 24, 2021	By:	/s/ Scott Ogur
	Name:	Scott Ogur
	Title:	Chief Financial Officer

The Company’s stockholders adopted the Merger Agreement, under which Merger Sub merged with and into the Company, resulting the Company becoming a wholly-owned subsidiary of Forian. The following is a tabulation of the voting results:

Votes For		Votes Against		Abstentions		Broker Non-Votes
98,938,277		1,068,773		80,180		---

Proposal 2 - Compensation Proposal

The Company’s stockholders approved, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger. The following is a tabulation of the voting results:

Votes For		Votes Against		Abstentions		Broker Non-Votes
97,522,224		1,935,131		629,875		---

Proposal 3 – Adjournment, Postponement, Continuation Proposal

The Company’s stockholders approved a proposal to adjourn, postpone, or continue the Company’s special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of Proposal 1, the Company merger proposal. Although Proposal 3 was approved, the adjournment, postponement or continuation of the special meeting was not necessary because the Company’s stockholders approved Proposal 1. The following is a tabulation of the voting results:

Votes For		Votes Against		Abstentions		Broker Non-Votes
98,841,173		930,489		315,568		---

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

See Exhibit Index immediately following.

EXHIBIT INDEX

Exhibit No.

Description

2.1		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 (the “Original Merger Agreement”) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated October 16, 2020 and filed with the Commission on October 19, 2020).

2.2		Amendment to Merger Agreement dated as of December 30, 2020 (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K dated December 30, 2020 and filed with the Commission on January 4, 2021).

2.3		Amendment No. 2 to Merger Agreement dated as of February 9, 2021 (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).

3.1		Amended and Restated Certificate of Incorporation of Helix Technologies, Inc. (filed herewith)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HELIX TECHNOLOGIES, INC.

Dated: March 2, 2021	By:	/s/ Scott Ogur
	Name:	Scott Ogur
	Title:	Chief Financial Officer

Filing Compare · Helix Technologies, Inc.