Medical Outcomes Research Analysis, LLC executed an initial letter of intent to acquire Helix Technologies, Inc. (OTCPK:HLIX) for $3.1 million in a reverse merger transaction on May 7, 2020. Medical Outcomes Research Analysis, LLC entered into an agreement to acquire Helix Technologies, Inc. in a reverse merger transaction on October 16, 2020. The shareholders of Helix will receive 0.02731 shares of common stock of the combined company, to be named, Forian Inc., for each share of Helix common stock. As per December 30, 2020, the agreement was amended and the previous terms of transaction were deleted and replaced with that the shareholders of Helix will receive 0.05 shares of the combined company, to be named, Forian for each share of Helix. Helix will issue a maximum of 31.3 million shares to acquire Medical Outcomes. Medical Outcomes Research Analysis will complete a private offering of equity interests or other securities for proceeds of $11 million. Upon completion of the all-stock transaction, the members of Medical Outcomes Research Analysis will own approximately 72% and the shareholders of Helix will own approximately 28% of the combined company on a fully diluted basis. The combined company will apply and be listed on the Nasdaq Stock Exchange. Upon termination of the transaction, Helix will be required to pay a termination fee of $1.365 million and Medical Outcomes Research Analysis will be required to pay a termination fee of $0.5 million. Dan Barton, Chief Executive Officer of Medical Outcomes Research Analysis, will become Chief Executive Officer of the combined organization. Max Wygod, co-founder of Medical Outcomes Research Analysis, will become Executive Chairman of the Board. Adam Dublin, co-founder of Medical Outcomes Research Analysis, will become Chief Strategy Officer and Director. Zachary Venegas, Executive Chairman and Chief Executive Officer of Helix, and Scott Ogur, Chief Financial Officer of Helix, will continue to lead Helix alongside Medical Outcomes Research Analysis' executives. The combined company's Board of Directors will initially be comprised of a total of 12 directors, including Marty Wygod, Max Wygod, Adam Dublin and Dan Barton of MOR, Scott Ogur of Helix, and the following independent directors Mark Adler, Ian Banwell, Jennifer Hajj, Shahir Kassam-Adams, Stanley Trotman, Alyssa Varadhan and Kristiina Vuori.

The combined company will maintain headquarters in Newtown, Pennsylvania, with offices in Fort Lauderdale, Florida and Denver, Colorado. The transaction is subject to customary closing conditions, including regulatory approvals, approval by Helix's shareholders, effectiveness of the Form S-4 upon declaration by the SEC, completion of a private offering by MOR of securities resulting in net proceeds to Medical Outcomes Research Analysis of at least $11 million, approval of combined company's share for listing on The Nasdaq Capital Market, holders of no more than five percent of the outstanding shares of Helix's common stock not exercising, or remaining entitled to exercise, statutory rights to appraisal or dissenters rights pursuant to the DGCL with respect to such shares of Helix capital stock, conversion of RC Convertible Notes of Helix into its shares of common stock, resignation of officers and directors of Helix and conversion of Helix's preferred stock to common stock. The shareholders of Helix representing approximately 45% of the currently outstanding voting common shares have entered into agreements to vote their shares in favor of the transaction. The board of directors of Helix and Medical Outcomes Research Analysis approved the transaction. The special meeting of Helix stockholders will be held virtually on the Internet on Tuesday March 2, 2021 at 10:00 a.m Eastern time. The Helix board of directors unanimously recommends that Helix stockholders vote “FOR” the merger proposal. The SEC declared the registration statement effective on February 11, 2021. The transaction is expected to close in the first quarter of 2021. W. David Mannheim of Nelson Mullins Riley & Scarborough LLP acted as legal advisors to Helix and Darrick M. Mix and Peter D. Visalli of Duane Morris LLP acted as legal advisors to Medical Outcomes Research Analysis. MPI Securities, Inc. acted as financial advisor and fairness opinion provider for Helix Technologies. MPI Securities, Inc. will get an advisory fee of $0.12 million. Equiniti, Inc. acted as transfer agent for Helix Technologies.