Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
February 11 2021 - 3:06PM
Edgar (US Regulatory)
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 9, 2021
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HELIX
TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-55722
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81-4046024
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
ID Number)
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5300 DTC Parkway, Suite 300 Greenwood
Village, CO 80111
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(Address of principal executive offices)
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Registrant’s telephone number, including
area code (720) 328-5372
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:
☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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).
Emerging growth company ☐
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. ☐
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Item 1.01
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Entry Into A Material Definitive Agreement.
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Amendment to Merger Agreement
On October 16, 2020, Helix
Technologies, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, as
amended by Amendment to Agreement and Plan of Merger, dated as of December 30, 2020, (the “Merger Agreement”)
with Forian Inc., a Delaware corporation (“Parent”), DNA Merger Sub Inc., a Delaware corporation and wholly-owned
subsidiary of Parent (“Merger Sub”), and Medical Outcomes Research Analytics, LLC, a Delaware limited liability
company (“MOR”). On February 9, 2021, the parties entered into Amendment No. 2 to the Merger Agreement (“Amendment
No. 2”), which extended the “End Date” (as defined in the Merger Agreement) from February 26, 2021 to March 5,
2021. Amendment No. 2 is incorporated by reference as an exhibit to this Current Report on Form 8-K.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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HELIX TECHNOLOGIES, INC.
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Date: February 11, 2021
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/s/ Scott Ogur
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Scott Ogur
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Chief Financial Officer
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