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BUSINESS COMBINATION | 9 Months Ended
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Sep. 30, 2022
BUSINESS COMBINATION [Abstract] |
BUSINESS COMBINATION |
Note 4 | BUSINESS COMBINATION
On March 2, 2021, pursuant to the Merger and the Merger Agreement, Forian acquired 100% of the issued and outstanding capital stock, options and warrants of Helix. The total purchase consideration for the Merger was $18,454,784. The purchase consideration is equal to the product of (i) the total outstanding Helix common shares and common share equivalents for in-the-money warrants to purchase Helix common stock and vested stock options multiplied by the merger exchange ratio of 0.05 shares of Company common stock for 1 share of Helix common stock and (ii) $2.158 per share, which represented the fair value of Company common stock on the acquisition date. The Merger was accounted for as a business combination in accordance with ASC 805. The Company has determined fair values of the assets acquired and liabilities assumed in the Merger. The following table summarizes the purchase price allocations relating to the Merger:
Total purchase price |  | $ | 18,454,784 |
Assets acquired: |  |  |  |
Cash |  |  | 1,310,977 |
Accounts receivable, net |  |  | 488,453 |
Prepaid expenses |  |  | 215,064 |
Contract assets |  |  | 20,128 |
Other assets |  |  | 450,000 |
Property and equipment |  |  | 146,559 |
Software Technology |  |  | 5,279,000 |
Trade Names and Trademarks |  |  | 386,000 |
Customer Relationships |  |  | 5,269,000 |
Right of use assets |  |  | 1,082,684 |
Deposits and other assets |  |  | 58,950 |
Total assets acquired |  | $ | 14,706,815 |
Liabilities assumed: |  |  |  |
Accounts payable |  | $ | 681,879 |
Accrued expenses |  |  | 1,972,663 |
Short-term lease liabilities |  |  | 295,364 |
Deferred revenues |  |  | 320,936 |
Warrant liability |  |  | 1,247,715 |
Notes payable and financing arrangements |  |  | 20,801 |
Other long-term liabilities |  |  | 812,045 |
Total liabilities assumed |  | $ | 5,351,403 |
Estimated fair value of net assets acquired: |  | $ | 9,355,412 |
Goodwill |  | $ | 9,099,372 |
The estimates for useful lives of the identified intangibles are 8 years for Trade Names and Trademarks, 5 years for Customer Relationships and 2 and 7 years for Software Technology Intangibles with a weighted average useful life of 5.47 years. Transaction costs incurred in connection with the Business Combination amounted to $0 and $1,210,279 for the nine months ended September 30, 2022 and 2021, respectively. Unaudited Pro Forma Financial Information The following table represents the revenue, net loss and loss per share effect of the acquired company, as reported on a pro forma basis as if the acquisition occurred on January 1, 2020. These pro forma results are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the first day of the periods presented, nor does the pro forma financial information purport to represent the results of operations for future periods.
|  | For the Nine Months Ended September 30, |
Description |  | 2021 |
Revenues |  | $ | 13,139,261 |
Net loss |  | $ | (21,246,168 | )
Net loss per share: |  |  |  |
Basic and diluted-as pro forma (unaudited) |  | $ | (0.69 | )
The pro forma financial information for all periods presented above has been calculated after adjusting the results of the Company and Helix to reflect the business combination accounting effects resulting from this acquisition, including the amortization expense from acquired intangible assets included in the pro forma financial information presented above. The Forian historical condensed consolidated financial statements have been adjusted in the pro forma combined financial statements to give effect to pro forma events that are directly attributable to the business combination and factually supportable. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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