Monday October 19, 2020 0 comments
DENVER and NEWTOWN, Pa. -- Denver-based Helix Technologies, Inc. (OTCQB:HLIX) and Pennsylvania-based Medical Outcomes Research Analytics, LLC (MOR Analytics) today announced they have entered into an agreement to combine, creating an innovative healthcare information, analytics and technology organization.
The combination will be accomplished by both companies becoming wholly owned subsidiaries of a newly formed company, Forian Inc.
Upon completion of the all-stock transaction, MOR Analytics members will own approximately 72 percent and Helix shareholders will own approximately 28 percent of the combined company on a fully diluted basis.
Helix shareholders will receive .027 shares of Forian common stock for each share of Helix common stock. The Forian shares received by the Helix shareholders and MOR Analytics members in the merger are expected to be treated as a tax-free exchange for federal income tax purposes.
Additionally, at the time of the combination, it is expected that Forian will have in excess of $10 million in cash available. Forian will not incur any new debt to affect the combination.
"We are thrilled to add Helix's unique technology and information assets to our innovative de-identified patient health data and analytics platform,” said MOR Analytics Chief Executive Officer Dan Barton.
“We have created the nation's only HIPAA compliant, Real World Evidence platform integrating cannabis and de-identified healthcare data designed to support SaaS based business performance analytics, product safety and efficacy surveillance solutions, and evidence-based health outcomes research.
“Our U.S.-based healthcare and cannabis clients can leverage data-driven insights to achieve improved patient health outcomes and business performance.
“We are excited to welcome the Helix platform and recognize the top-tier results produced by Zachary and his team over the last several years.”
"As Helix has grown into one of the leading global providers of software used in the cannabis industry, we have prioritized value-added solutions, innovation and outstanding execution at every opportunity,” said Helix's CEO Zachary Venegas.
“With today's important announcement, this commitment is being taken to the next level. Joining with MOR adds a completely new and critical dimension to Helix's capabilities that will further advance the commercial success of customers using our BioTrack and Cannalytics technology suites.”
The combined company expects to maintain headquarters in Newtown, PA, with offices in Fort Lauderdale, FL and Denver. Dan Barton, CEO of MOR Analytics, will become CEO of the combined organization. Max Wygod, co-founder of MOR Analytics, will become executive chair of the board.
Adam Dublin, co-founder of MOR Analytics, will become chief strategy officer and director. Zachary Venegas, executive chair and CEO of Helix, and Scott Ogur, CFO of Helix, will continue to lead Helix alongside MOR executives.
Forian's board of directors will initially be comprised of a total of 11 members, including Marty Wygod, Max Wygod, Adam Dublin, Dan Barton, Scott Ogur and six new independent directors.