Item 1.01 Entry into a Material Definitive Agreement.
Zachary Venegas, our Chief Executive Officer ("Venegas"), Scott Ogur, our Chief
Financial Officer ("Ogur"), and Helix Opportunities, LLC ("HOF" and collectively
with Venegas and Ogur, the "HOF Parties"), a Delaware limited liability company
and stockholder of Helix Technologies, Inc. (the "Company" or "Helix") have
informed Forian, Inc., a Delaware corporation ("Forian"), DNA Merger Sub Inc., a
Delaware corporation ("Merger Sub"), and Medical Outcomes Research Analytics,
LLC, a Delaware limited liability company ("MOR") (collectively, Helix, Forian,
Merger Sub and MOR are referred to herein as the "Merger Parties") of a dispute
involving a claim by Arapaho Foundation, LLC ("Arapaho") alleging that Arapaho
is entitled to an ownership interest in certain shares of the Company's common
stock ("Common Stock") currently held by one or more of the HOF Parties (the
"Dispute"). In order to induce Forian and MOR 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 "Merger Agreement"),
the HOF Parties have agreed to indemnify the Merger Parties pursuant to that
certain Indemnification Agreement, dated February 23, 2021, by and among the HOF
Parties and the Merger Parties (the "Indemnification Agreement").
The Indemnification Agreement provides, among other things, that the HOF
Parties, jointly and severally, will indemnify and hold harmless the Merger
Parties and their respective affiliates (within the meaning of the Securities
Act of 1933, as amended (the "Securities Act")), and each of the Merger Parties
and their affiliates' respective past, present and future partners, managers,
members, directors, officers, agents, consultants, employees (each of the Merger
Parties and such other persons or entities, excluding each of the HOF Parties,
is hereinafter referred to as an "Indemnified Person"), from and against any
losses, claims, damages, costs and liabilities to which such Indemnified Person
may become subject, related to or arising out of, or in connection with, the
Dispute and any matter or agreement arising therefrom (whether occurring before,
at, or after the date hereof and whether or not such Indemnified Person is a
named party) (collectively, the "Losses") and will reimburse any Indemnified
Person for all legal and other expenses in excess of $50,000, including expenses
in connection with investigating, preparing, defending, paying, settling or
compromising any claim, action, inquiry, proceeding or investigation arising
therefrom, whether or not such Indemnified Person is a party to the
Indemnification Agreement (collectively, the "Expenses").
In addition, HOF Parties and Forian will enter into an Escrow Agreement (the
"Escrow Agreement") with a third party escrow agent (the "Escrow Agent")
pursuant to which the HOF Parties will deposit with the Escrow Agent shares of
Common Stock (the "Escrow Shares") to secure its obligations to the Indemnified
Persons under the Indemnification Agreement.
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Item 8.01 Other Events.
Stockholder Lawsuits
Beginning on February 16, 2021, four lawsuits were filed by purported Company
stockholders (captioned Dillion v. Helix Technologies, Inc., et
al., No. 1:21-cv-01365 (filed February 16, 2021 in the United States District
Court for the Southern District of New York) (the "Dillion Complaint"); Baros v.
Helix Technologies, Inc., et al., No. 1:21-cv-01425 (filed February 17, 2021 in
the United States District Court for the Southern District of New York) (the
"Baros Complaint"); Anderson v. Helix Technologies, Inc., et
al., No. 1:21-cv-00464 (filed February 17, 2021 in the United States District
Court for the District of Colorado) (the "Anderson Complaint"); Robinson v.
Helix Technologies, Inc., et al., No. 1:21-cv-00484 (filed February 18, 2021 in
the 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. The Complaints generally allege 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 Statement regarding the sales process, reconciliation of certain
financial projections regarding the Company certain inputs underlying Management
Planning, Inc.'s financial analysis, and potential conflicts of interest of
involving the Company's insiders. The Complaints also allege the Individual
Defendants (and the Baros Complaint alleges Forian, Merger Sub 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. 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.
Additional Information and Where to Find It
In connection with the Business Combination, Forian filed with the SEC the
registration statement, which included a document that serves as a proxy
statement of Helix and a prospectus of Forian. The SEC declared the registration
statement effective on February 11, 2021, and the proxy
statement/prospectus/information statement was first mailed to stockholders of
Helix on or about February 11, 2021. The proxy statement/prospectus described
above contains important information about Helix, MOR, Forian, the proposed
Business Combination and 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, by Helix and Forian through the website maintained by the SEC 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.com/investor-relations/
Participants in the Solicitation
The directors and executive officers of Helix may be deemed to be participants
in the solicitation of proxies from the stockholders of Helix, in connection
with the proposed Business Combination. 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.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
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