Tender offer at $2.17 per share targets Forian (NASDAQ: FORA) in Q1

Q: How did Forian (FORA) perform financially in Q1 2026?

Forian reported Q1 2026 revenue of $6.85 million , down slightly from $7.06 million a year earlier. Net loss widened to $3.36 million , driven by higher information licensing costs, increased operating expenses, and $0.55 million of strategic review and transaction-related charges.

Q: What is Forian’s liquidity position and debt level as of March 31, 2026?

As of March 31, 2026, Forian held $30.95 million in cash and cash equivalents and no outstanding principal or interest on its prior 3.5% convertible notes. Cash increased mainly from $18.67 million of marketable securities sales during the quarter.

Q: How concentrated are Forian’s customers and what risks does this pose?

In Q1 2026, one customer represented 11.5% of revenue , and two customers made up 21.6% and 10.4% of accounts receivable. This concentration means changes in a small number of large relationships can meaningfully affect revenue and collections.

Q: What non-GAAP metric does Forian highlight and why?

Forian highlights Adjusted EBITDA , which excludes depreciation, amortization, stock-based compensation, interest, income taxes, and strategic transaction costs. Management uses it to assess operating performance and compare periods without the impact of non-cash or non-operational items.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

Forian Inc. reported Q1 2026 revenue of $6.9 million, down slightly from $7.1 million a year earlier, while net loss widened to $3.4 million from $1.1 million as costs rose sharply. Gross margin fell to 29% from 56%, driven mainly by higher information licensing and processing expenses.

Adjusted EBITDA deteriorated to a loss of $2.3 million from essentially breakeven, reflecting increased research and development spending, higher sales and marketing, and $0.6 million of strategic review and transaction costs. Cash and cash equivalents increased to $31.0 million, helped by liquidating marketable securities and fully repaying prior convertible notes.

After quarter-end, Forian signed a merger agreement under which a buyer group plans a cash tender offer at $2.17 per share, followed by a merger that would make Forian a wholly owned subsidiary. The company also faces stockholder demand letters challenging disclosures and board actions related to these transactions.

Positive

Stronger liquidity and deleveraging: Cash and cash equivalents rose to $30.95 million as of March 31, 2026, aided by $18.67 million of marketable securities sales, and the company fully repaid its 3.5% convertible notes, eliminating related interest expense.
Defined cash exit via merger agreement: A post-quarter merger agreement provides for a planned cash tender offer at $2.17 per share followed by a merger, giving shareholders a clear prospective liquidity event.

Negative

Sharp margin compression and higher losses: Gross margin declined from 56% to 29% year over year as cost of revenues increased by $1.71 million, pushing net loss to $3.36 million and Adjusted EBITDA to a $2.34 million loss for Q1 2026.
Key data vendor exit risk: A major information vendor plans to exit the data licensing business by the end of 2026, and the company notes uncertainty around securing comparable alternative data on equivalent terms.

Insights

Losses deepen as margins compress ahead of a planned $2.17-per-share buyout.

Forian showed modest top-line slippage in Q1 2026, with revenue of $6.9M versus $7.1M a year earlier, but profitability deteriorated significantly. Cost of revenues rose by over $1.7M, cutting gross margin from 56% to 29%, largely tied to higher information licensing and processing expenses.

Operating expenses were mixed: research and development and sales and marketing increased as the company invested in its analytics platform and go-to-market capabilities, while general and administrative costs declined on lower stock-based compensation. Strategic review and transaction expenses of $0.55M related to an unsolicited take-private proposal also weighed on results, driving Adjusted EBITDA down to a loss of $2.34M.

Liquidity improved, with cash of $30.95M and no convertible notes outstanding as of March 31, 2026, aided by selling $18.7M of U.S. Treasury bills. A subsequent merger agreement contemplates a cash tender offer at $2.17 per share followed by a back-end merger; closing, fees of up to $2.8M to advisors, and any litigation outcomes could all influence the final economics for shareholders.

Planned tender offer sets an exit path but attracts legal scrutiny.

On April 2, 2026, Forian agreed to be acquired by 2025 Acquisition Company via a cash tender offer at $2.17 per share, followed by a merger that would leave it as a wholly owned subsidiary. A board special committee engaged advisors, incurring $0.75M in fees at signing and agreeing to another $2.05M contingent on closing.

Following announcement of these transactions, the company and its directors received numerous demand letters from purported stockholders alleging inadequate disclosures and fiduciary breaches, and requesting supplemental disclosures or other actions. The company states it believes these claims lack merit but acknowledges potential for future lawsuits, possible injunctive relief, monetary damages, and payment of plaintiffs’ legal fees.

These developments mean the investment case is increasingly driven by deal execution and legal outcomes rather than standalone fundamentals. Investors tracking Forian will likely focus on progress of the tender offer and any related court proceedings described in future company filings.

Key Figures

Revenue: $6,851,095 Net loss: $3,362,110 Adjusted EBITDA: $(2,335,375) +5 more

8 metrics

Revenue $6,851,095 For the three months ended March 31, 2026

Net loss $3,362,110 For the three months ended March 31, 2026

Adjusted EBITDA $(2,335,375) For the three months ended March 31, 2026

Cash and cash equivalents $30,951,187 Balance as of March 31, 2026

Service and license commitments $29,748,500 Minimum payments remaining as of March 31, 2026 through 2030

Tender offer price $2.17 per share Planned cash consideration per common share under April 2, 2026 merger agreement

Shares outstanding 31,240,882 shares Common stock outstanding as of May 14, 2026

Gross margin 29% Gross profit as a percentage of revenue for Q1 2026

Key Terms

Adjusted EBITDA, Redomiciliation, tender offer, service and license agreements, +2 more

6 terms

Adjusted EBITDA financial

"The non-GAAP financial measure provided herein is earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”)"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Redomiciliation regulatory

"stockholders of the Company approved a proposal to redomicile through a statutory conversion (the “Redomiciliation”)"

Redomiciliation is when a company legally changes its country of incorporation while keeping the same business and assets, like moving a house to a new neighborhood but keeping the same furniture. Investors care because the company then follows a different set of laws and tax rules, which can change shareholder rights, reporting standards, dividend treatment and the ease of trading the stock, potentially affecting risk and return.

tender offer financial

"Parent plans to acquire the Company through a tender offer for $2.17 (the “Offer Price”) per share"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

service and license agreements financial

"The Company entered into certain service and license agreements that provide for future minimum payments"

Convertible Promissory Notes financial

"3.5% Convertible Promissory Notes due September 1, 2025 (the “Notes”)"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

fair value hierarchy financial

"ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs"

10-Q Quarterly Reports: What Changes Quarter to Quarter →

05/14/2026 - 07:58 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2026

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-40146

FORIAN INC.

(Exact name of registrant as specified in its charter)


Maryland		85-3467693
(State or Other Jurisdiction of incorporation or Organization)		(I.R.S. Employer Identification No.)


41 University Drive, Suite 400, Newtown, PA		18940
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (267) 225-6263

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange On Which Registered
Common Stock, $0.001 Par Value Per Share	FORA	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically; every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.0405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b 2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
			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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Act). Yes ☐ No ☒

As of May 14, 2026, there were 31,240,882 shares outstanding of the registrant’s common stock.


PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	1

	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited)	2

	Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2026 and 2025 (unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited)	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31

Item 4.	Controls and Procedures	31

PART II	OTHER INFORMATION	32

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	33

Signatures		34

FORIAN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2026 AND 2025


	March 31,				December 31,
	2026				2025
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	30,951,187		$	12,903,760
Marketable securities		—			18,647,229
Accounts receivable, net		3,018,951			5,643,100
Contract assets, net		879,920			2,439,223
Prepaid expenses		1,030,954			990,910
Other current assets		1,524,755			1,932,535
Total current assets		37,405,767			42,556,757

Property and equipment, net		25,641			29,428
Intangible assets, net		953,449			1,001,546
Right of use assets, net		6,104			12,137
Deposits and other assets		422,628			531,027
Total assets	$	38,813,589		$	44,130,895

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	3,792,858		$	3,833,522
Accrued expenses and other current liabilities		3,509,381			5,255,295
Short-term operating lease liabilities		6,104			12,137
Deferred revenues		4,618,545			5,251,193
Total current liabilities		11,926,888			14,352,147
Total liabilities		11,926,888			14,352,147
Commitments and contingencies (Note 14)

Stockholders' equity:
Preferred Stock; par value $0.001; 5,000,000 Shares authorized; 0 issued and outstanding as of March 31, 2026 and December 31, 2025		—			—
Common Stock; par value $0.001; 95,000,000 Shares authorized; 31,240,881 issued and outstanding as of March 31, 2026 and 31,072,251 issued and outstanding as of December 31, 2025		31,241			31,073
Additional paid-in capital		83,006,722			82,536,827
Accumulated deficit		(56,151,262	)		(52,789,152	)
Total stockholders' equity		26,886,701			29,778,748
Total liabilities and stockholders' equity	$	38,813,589		$	44,130,895

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FORIAN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(UNAUDITED)


		For the Three Months Ended March 31,
		2026			2025
Revenue	$	6,851,095		$	7,056,116

Costs and Expenses:
Cost of revenues		4,844,102			3,131,622
Research and development		961,458			606,237
Sales and marketing		1,482,486			1,382,727
General and administrative		2,447,074			3,279,094
Depreciation and amortization		51,884			51,101
Strategic review and transaction related expenses		551,824			—
Total costs and expenses		10,338,828			8,450,781

Operating Loss		(3,487,733	)		(1,394,665	)

Other Income (Expense):
Interest and investment income		155,543			328,848
Interest expense		—			(52,678	)
Total other income, net		155,543			276,170

Net loss before income taxes		(3,332,190	)		(1,118,495	)
Income tax expense		(29,920	)		(7,367	)
Net loss	$	(3,362,110	)	$	(1,125,862	)

Basic and diluted net loss per common share	$	(0.11	)	$	(0.04	)
Weighted-average shares outstanding - basic and diluted		31,152,930			31,123,075

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FORIAN INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(UNAUDITED)







	Preferred Stock				Common Stock
		Shares		Par Value at $0.001 per share	Shares		Par Value at $0.001 per share		Additional Paid In Capital			Accumulated Deficit			Stockholders' Equity
Balance at January 1, 2026		—	$	—	31,072,251	$	31,073	$	82,536,827		$	(52,789,152	)	$	29,778,748
Vesting of Restricted Stock and Stock Awards, net of shares surrendered for taxes		—		—	168,630		168		(78,755	)		—			(78,587	)
Stock-based compensation expense		—		—	—		—		548,650			—			548,650
Net loss		—		—	—		—		—			(3,362,110	)		(3,362,110	)
Balance at March 31, 2026		—	$	—	31,240,881	$	31,241	$	83,006,722		$	(56,151,262	)	$	26,886,701





	Preferred Stock			Common Stock
	Shares		Par Value at $0.001 per share	Shares		Par Value at $0.001 per share		Additional Paid In Capital			Accumulated Deficit			Stockholders' Equity
Balance at January 1, 2025	—	$	—	31,010,788	$	31,011	$	79,937,115		$	(49,915,110	)	$	30,053,016
Vesting of Restricted Stock and Stock Awards, net of shares surrendered for taxes	—		—	190,584		191		(172,486	)		—			(172,295	)
Issuance of Forian common stock upon exercise of stock options	—		—	940		1		(1	)		—			—
Stock-based compensation expense	—		—	—		—		1,292,786			—			1,292,786
Net loss	—		—	—		—		—			(1,125,862	)		(1,125,862	)
Balance at March 31, 2025	—	$	—	31,202,312	$	31,203	$	81,057,414		$	(51,040,972	)	$	30,047,645

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FORIAN INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(UNAUDITED)


	For the Three Months Ended March 31,
			2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(3,362,110	)	$	(1,125,862	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization			51,884			51,101
Amortization on right of use asset			6,033			5,752
Amortization of debt issuance costs			—			1,333
Interest accrued on convertible notes			—			51,344
Accretion of discounts on marketable securities			(26,771	)		(307,799	)
Provision for credit losses			10,527			150,000
Stock-based compensation expense			548,650			1,292,786
Change in operating assets and liabilities:
Accounts receivable			2,624,149			(1,400,838	)
Contract assets			1,548,776			(72,687	)
Prepaid expenses			(40,044	)		(74,889	)
Lease liabilities			(6,033	)		(5,752	)
Deposits and other assets			516,179			495,006
Accounts payable			(40,664	)		1,287,066
Accrued expenses			(1,745,914	)		(531,512	)
Deferred revenues			(632,648	)		1,133,131
Other liabilities			—			(500,000	)
Net cash (used in) provided by operating activities			(547,986	)		448,180

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities			—			(29,707,875	)
Sale and maturity of marketable securities			18,674,000			30,546,000
Net cash provided by investing activities			18,674,000			838,125

CASH FLOWS FROM FINANCING ACTIVITIES:
Tax payments related to shares withheld for vested restricted stock units			(78,587	)		(172,295	)
Net cash used in financing activities			(78,587	)		(172,295	)

Net change in cash and cash equivalents			18,047,427			1,114,010

Cash and cash equivalents, beginning of period			12,903,760			4,590,661

Cash and cash equivalents, end of period		$	30,951,187		$	5,704,671

Supplemental disclosure of cash flow information:
Cash paid for taxes		$	39,094		$	114,828
Cash paid for interest		$	—		$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FORIAN INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1

BUSINESS ORGANIZATION AND NATURE OF OPERATIONS

Forian Inc. (the “Company” or “Forian”) was incorporated in Delaware on October 15, 2020 as a wholly owned subsidiary of Forian LLC (f/k/a Medical Outcomes Research Analytics, LLC) (“MOR”) for the purpose of effecting the business combination with Helix Technologies, Inc. (“Helix”). Forian provides a unique suite of data management capabilities and proprietary information and analytics solutions to optimize and measure operational, clinical and financial performance for customers within the healthcare and life sciences and financial services industries.

On January 8, 2026, at a special meeting of stockholders (the “Special Meeting”) of Forian, Inc., the stockholders of the Company approved a proposal to redomicile through a statutory conversion (the “Redomiciliation”) the Company from a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) to a corporation organized under the laws of the State of Maryland (the “Maryland Corporation”) by means of a plan of conversion (the “Plan of Conversion”) and adopted the resolutions of the board of directors of the Company approving the Redomiciliation.

On October 31, 2024, (the “Kyber Acquisition Date”), the Company entered into a Membership Interest Assignment Agreement (the “Assignment Agreement”), by and among Cowen Inc. (“Cowen”), IMcK Holdings LLC (“Minority Seller” and together with Cowen, the “Sellers”), Kyber Data Science, LLC (“Kyber”) and the Company, pursuant to which the Company acquired all outstanding equity interests of Kyber (the “Kyber Transferred Interests”) from the Sellers, effective October 31, 2024 (the “Kyber Transaction”). The business combination with Kyber was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with the Company deemed the accounting acquirer for financial reporting purposes. Kyber provides a unique suite of data management capabilities and proprietary information and analytics solutions to optimize and measure financial performance for customers within the financial services industry (see “Note 4 - Acquisition”).

Note 2

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain footnotes and other financial information normally required by U.S. GAAP have been condensed or omitted in accordance with instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, such statements include all adjustments which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of March 31, 2026. The operating results presented herein are not necessarily an indication of the results that may be expected for the year. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (“SEC”) on March 27, 2026.

Note 3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The unaudited condensed consolidated financial statements of the Company include the accounts of (i) Forian LLC (f/k/a Medical Outcomes Research Analytics, LLC); (ii) Kyber Data Science LLC and its wholly owned subsidiaries Kyber Aesthetic Data LLC (which merged into Kyber Data Science LLC on June 19, 2025), Kyber Data Sub LLC, Kyber Health Data LLC and Kyber Survey Data LLC (which merged into Kyber Data Science LLC on June 19, 2025) (effective October 31, 2024) and (iii) Helix Technologies, Inc. and its wholly owned subsidiaries Helix Legacy, Inc. (f/k/a Security Grade Protective Services, Ltd.), and Green Tree International, Inc. All intercompany transactions have been eliminated in consolidation.

Use of Estimates

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses together with amounts disclosed in the related notes to the financial statements. The significant areas of estimation include but are not limited to revenues, accounting for the allowance for credit losses, income taxes and stock-based compensation. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is possible that the external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates.

Fair Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an ordinary transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 - quoted prices in active markets for identical assets or liabilities;

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable; and

Level 3 - inputs that are unobservable.

The carrying value of the Company’s financial instruments, such as cash, marketable securities, accounts receivable, accounts payable, accrued liabilities and other liabilities approximate fair values due to the short-term nature of these instruments.

Cash and Cash Equivalents and Credit Risk

The Company considers all cash accounts and highly liquid investments with a maturity of less than ninety days, when purchased, as cash and cash equivalents.

The Company maintains cash with major financial institutions. Cash held at U.S. bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution, as the coverage is based on individually titled accounts. The portion of deposits in excess of FDIC coverage is not protected by such insurance and represents a credit risk to the Company. At March 31, 2026, the Company’s deposits exceeded this coverage.

Accounts Receivable, Contract Assets and Allowance for Credit Losses

The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment regardless of whether revenue has been recognized. If revenue is recognized in advance of the right to invoice, a contract asset (unbilled receivable) is recorded in the condensed consolidated balance sheets.

Accounts receivable are recorded at the invoiced amount, net of allowance for credit losses. The Company determines the allowance for credit losses based on historical write-off experience, customer specific facts and economic conditions.

Contract assets represent contractual rights to consideration in the future and are generated when contractual billing schedules differ from the timing of revenue recognition. The Company determines the allowance for credit losses based on historical payment experience, customer specific facts, expected performance over the duration of the contract and economic conditions.

Outstanding account balances are reviewed individually for collectability or realizability. The allowance for credit losses is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable or contract assets. The allowance for credit losses for accounts receivable was $275,000 at March 31, 2026 and $275,000 at December 31, 2025. The allowance for credit losses for contract assets was $317,552 at March 31, 2026 and $307,025 at December 31, 2025.

Management charges account balances against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Revenue Recognition

The Company recognizes revenue in accordance with FASB Topic 606, Revenue from Contracts with Customers (“ASC 606”).

Under ASC 606, the Company recognizes revenue when (or as) customers obtain control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation. The Company applies the provisions of ASC 606 to an arrangement when a substantive contract exists and collectability is probable.

The Company derives revenue primarily from fees for the Company’s information products. Information products contracts are generally for a period of one month to five years. Customers may access data analytics products through the use of tools provided by the Company or by utilizing their own tools per the contract. Data products may consist of historical information as it exists at the time of delivery, or information that will be updated on a periodic basis as agreed with the customer. In most cases, the provision of information products is considered a single performance obligation which is recognized at the point in time the information product is made available to the customer. Customers are generally invoiced according to monthly, quarterly or annual amounts specified in the contract. Any amounts invoiced in excess of revenue recognized are recorded as deferred revenue. Revenue recognized in excess of amounts invoiced is recorded as a contract asset. In some cases, the Company provides services to customers under milestone contracts. In these cases, revenue is recognized over the period the services are performed based on expected labor hours to complete the contract.

In some cases, contracts provide for variable consideration that is contingent upon the occurrence of uncertain future events, which can either increase or decrease the transaction price, including sales of products by customers derived from data analytics products the Company provides and the volume of data made available to the customer within the data products. Variable consideration based on sales of products by customers is recognized in the period of sales, subject to minimum amounts specified in contracts. Variable consideration is estimated at the expected value or at the most likely amount depending on the type of consideration. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The estimate of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of anticipated performance and all information (historical, current and forecasted) that is reasonably available to the Company and reevaluated each reporting period. The effect of revisions in recognized estimated variable consideration in excess of minimums are recorded beginning in the period in which the estimates are revised. Actual results could differ from periodic estimates.

Significant judgments and estimates are sometimes necessary for the determination of whether performance obligations in a contract are distinct and whether they are delivered at a point in time or over time. Judgement is also necessary to assess revenue recognized under variable revenue arrangements.

Contract acquisition costs, which consist of sales commissions paid or payable, are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial and renewal contracts are deferred and then amortized on a straight-line basis over the contract term.

Contract assets and deferred revenues consist of the following as of March 31, 2026 and December 31, 2025:


				Contract Assets								Contract Liability
		Costs of obtaining contracts				Unbilled revenue			Total			Deferred Revenue
Balance at January 1, 2025	$	62,450			$	2,524,262		$	2,586,712		$	4,487,686
Beginning deferred revenue balance recognized during the period		—				—			—			(4,481,691	)
Net change due to timing of billings, payments and recognition		76,828				(224,317	)		(147,489	)		5,245,198
Balance at December 31, 2025		139,278				2,299,945			2,439,223			5,251,193
Beginning deferred revenue balance recognized during the period		—				—			—			(2,761,391	)
Net change due to timing of billings, payments and recognition		(22,991	)			(1,536,312	)		(1,559,303	)		2,128,743
Balance at March 31, 2026	$	116,287			$	763,633		$	879,920		$	4,618,545

For the three months ended March 31, 2025, $2,723,593 of the revenue recognized was included in deferred revenue at the beginning of the period. Additionally, accounts receivable, net was $3,971,702 at December 31, 2024.

Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods. The majority of the Company’s noncurrent remaining performance obligations will be recognized over the next 36 months.

The transaction price allocated to remaining performance obligations consisted of the following:


		March 31, 2026		December 31, 2025
Estimated next twelve months	$	15,636,344	$	16,750,625
Thereafter		4,368,537		7,088,323
Total	$	20,004,881	$	23,838,948

The Company’s disaggregated revenue categories for the three months ended March 31, 2026 and 2025 are as follows:



		For the Three Months Ended March 31,
		2026		2025
Health sciences revenues	$	5,118,513	$	5,362,769
Financial services revenues		1,732,582		1,693,347
Total	$	6,851,095	$	7,056,116

Segment Information

FASB ASC Topic 280, Segment Reporting (“ASC 280”), establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Accordingly, the CODM uses consolidated net loss to measure segment profit or loss, allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development and general and administrative, which are reflected in the condensed consolidated statements of operations) at the consolidated level to manage the Company’s operations. Other segment items included in consolidated net loss are interest income, other expense, net and the provision for income taxes and infrequent items such as gain on redemption of debt, gain on sale of investment and gain on bargain purchase, which are reflected in the condensed consolidated statements of operations.

Sales for the three months ended March 31, 2026, by country as a percentage of total sales were: United States (99%) and Great Britain/others (1%) compared to sales for the three months ended March 31, 2025, by country as a percentage of total sales which were: United States (93%), Australia (5%), and Great Britain/others (2%).

The Company’s long-lived assets consist primarily of intangible assets, deposits and other assets. As of March 31, 2026 and December 31, 2025, all of the Company’s long-lived assets were in the U.S.

The Company’s operations are comprised of a single reportable segment providing analytic and information services to the healthcare, life science and financial services industries.

Customer Concentration

During the three months ended March 31, 2026, the Company had one customer representing 11.5% of revenue. At March 31, 2026, the Company had two customers representing 21.6% and 10.4% of accounts receivable.

During the three months ended March 31, 2025, the Company had one customer representing 12.1% of revenue. At March 31, 2025, the Company had three customers representing 18.6%, 14.9%, and 10.5% of accounts receivable.

During March 2026, the Company entered into a Termination Agreement and Mutual Release with a customer representing 11.5% of revenue for the three months ended March 31, 2026.

Vendors and Licensors

The Company licenses certain information assets from third parties as a key input to certain information and software products. Any disruptions associated with these suppliers could have a material short-term impact on the business while alternate sources are secured. The information licenses specify content deliverables and specified use rights for a fixed fee and time period. Payment terms for information licenses generally consist of upfront payments and annual licensing fees. The Company expenses the contract costs over the expected period of benefit and records any differences between amounts expensed and payments incurred as other assets or liabilities on a contract by contract basis. Payments for licensed information, including the changes in related assets and liabilities, are classified within “Net cash provided by operating activities” on the condensed consolidated statements of cash flows. In cases where the Company pays variable fees based on information asset usage, such costs are expensed as incurred.

On July 31, 2024, the Company was informed by one of its information vendors that effective December 31, 2024, the vendor would no longer include certain data within the information products it licenses to the Company. The vendor stated this was due to clarifications and updates to the licensing relationship between the vendor and one of its data suppliers. In February 2025, the vendor announced that it intended to exit the data licensing business by the end of 2026. The Company plans to license data from additional vendors in consideration of the above changes; however, there can be no assurance that the alternate sources of comparable data can be obtained, and if so, on terms and conditions substantially equivalent to those under the Company’s previous agreement. As a result of this event, the Company is evaluating its rights under the contract and the impact of the vendor’s announced wind down on future obligations under the agreement. The Company reduced the expected period of benefit under the agreement effective with the vendor’s announcement. The resulting change in accounting estimate did not have a material impact on operating results for the three months ended March 31, 2026.

Vendor Concentration

During the three months ended March 31, 2026, the Company had two vendors, representing 13.0% and 17.7% of purchases and expenses, respectively.

During the three months ended March 31, 2025, the Company had one vendor, representing 21.0% of purchases and expenses.

Property and Equipment, Net

Property and equipment are stated at cost, net of accumulated depreciation, which is recorded commencing at the in-service date using the straight-line method at rates sufficient to charge the cost of depreciable assets to operations over their estimated useful lives, which are 1 to 7 years. Maintenance and repairs are charged to operations as incurred.

Long-Lived Assets, Including Definite Lived Intangible Assets

The Company reviews for the impairment of long-lived assets annually and whenever events and or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Such indicators include, among others, the nature of the asset, the projected future economic benefit of the asset, historical and future cash flows and profitability measurements. An impairment loss would be recognized when the value of the undiscounted estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than the carrying value. There were no impairment losses recognized during the three months ended March 31, 2026 and 2025.

Contingencies

Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed consolidated financial statements. Contingencies are inherently unpredictable and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions.

Advertising

Advertising costs are expensed as incurred and included in sales and marketing expenses and amounted to $22,459 and $18,443 for the three months ended March 31, 2026 and 2025, respectively.

Net Loss per Share

The calculation of net loss per share is based on the weighted average number of common shares or common stock equivalents outstanding during the applicable period. The dilutive effect of common stock equivalents is excluded from basic earnings per share and is included in the calculation of diluted earnings per share, unless their impact is antidilutive to the “control number,” which is income (loss) from operations. Shares issuable under convertible notes, employee stock options, employee restricted stock awards and similar equity instruments granted by the Company are treated as potential ordinary shares outstanding in computing diluted earnings per share. Diluted shares outstanding are calculated using the as if converted method for convertible notes and the treasury stock method for other potentially dilutive securities. Under the as if converted method, the dilutive impact of securities is calculated as if conversion occurred at the beginning of the reporting period. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized and the amount of benefits that would be recorded in common shares when the award becomes deductible for tax purposes are assumed to be used to repurchase shares. As the Company has incurred net losses from operations for the three months ended March 31, 2026 and 2025, the diluted loss per share is the same as basic loss per share for the periods presented.

Stock-based Compensation

The Company’s 2020 Equity Incentive Plan (“2020 Plan”) permits the grant of stock options, restricted stock awards and/or restricted stock units. A total of 4,000,000 shares of Company common stock were originally authorized and reserved for issuance under the 2020 Plan. On June 15, 2022, the Company’s stockholders approved an amendment to the 2020 Plan, which amended the 2020 Plan to increase the number of shares available for issuance by 2,400,000 shares and on June 11, 2025, the Company's stockholders approved an amendment to the 2020 Plan, which amended the 2020 Plan to increase the number of shares available for issuance by 4,000,000 shares to a total of 10,400,000 shares. Stock options represent the right to purchase Company common stock at the exercise price on the date of grant of the stock option at a future date. Restricted stock awards are grants of shares of Company common stock. Restricted stock units represent the right to receive shares of Company common stock on future specified dates. Stock options, restricted stock awards and restricted stock units granted contain restrictions that cause them to be subject to substantial risk of forfeiture and restrict their exercise, sale or other transfer by the grantee until they vest. The terms of the stock options, restricted stock awards and restricted stock units granted under the 2020 Plan are determined by the Board of Directors in the agreement evidencing the award, including the number of shares, period of restriction or vesting schedule and other terms. The fair value of the stock options, restricted stock awards and restricted stock units is based on the underlying grant date fair value of the Company’s common stock. The fair value is then expensed over the requisite service periods of the awards which is generally the service period and the related amount is recognized in the condensed consolidated statements of operations. The impact of forfeitures are recognized in the period incurred.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”). Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities, which are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The provision for income taxes represents federal, state, and local income taxes. The effective rate differs from statutory rates due to the effect of state and local income taxes, tax benefit of research and development (“R&D”) credits and certain nondeductible expenses. The Company’s effective tax rate will change from period to period based on recurring and non-recurring factors including, but not limited to, the geographical mix of earnings, enacted tax legislation and state and local income taxes. In addition, changes in judgment from the evaluation of new information resulting in the recognition, derecognition, or re-measurement of a tax position taken in a prior annual period is recognized separately in the period of the change.

For the three months ended March 31, 2026, the Company recognized a net income tax expense of $29,920. For the three months ended March 31, 2025, the Company recognized a net income tax expense of $7,367. The Company claims R&D tax credits on eligible R&D expenditures. The R&D tax credits are recognized as a reduction to income tax expense.

The Company files a consolidated U.S. income tax return and tax returns in certain state and local jurisdictions. As of March 31, 2026, the Company is not currently under any examination in any tax jurisdiction.

Tax contingencies are recorded, if needed, to address potential exposure involving tax positions the Company has taken that could be challenged by tax authorities. These potential exposures could result from applications of various statutes, rules, regulations and interpretations. Any estimates of tax contingencies contain assumptions and judgments about potential actions by taxing jurisdictions. Any interest and penalties related to uncertain tax positions would be included as part of the income tax provision. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors.

On July 4, 2025, the One Big Beautiful Bill was enacted (“OBBBA”), introducing significant and wide-ranging changes to the U.S. federal tax system. Significant components include restoration of 100% accelerated tax depreciation on qualifying property including expansion to cover qualified production property. Another major aspect includes the return to immediate expensing of domestic research and experimental expenditures (“R&E”) which in some cases may include retroactive application back to 2021 for businesses with gross receipts of less than $31 million or accelerated tax deductions of R&E that was previously capitalized for larger businesses. The legislation also reinstates EBITDA-based interest deductions for tax purposes and makes several business tax incentives permanent. Less favorable business provisions include limitations on tax deductions for charitable contributions.

The OBBBA modified the U.S. International Tax provisions for Global Intangible Low-Taxed Income (“GILTI”), Foreign-Derived Intangible Income (“FDII”), and the Base-erosion Anti-abuse Tax (“BEAT”) effective for tax years starting after December 31, 2025. The tax rate on GILTI, now renamed to Net CFC Tested Income (“NCTI”), is now 12.6%. The FDII rules, now renamed to Foreign Derived Deduction Eligible Income (“FDDEI”), now carry a 14% tax rate on FDDEI eligible income. The OBBB Act increases the BEAT rate from 10% to 10.5%.

Strategic Review and Transaction Related Expenses

Strategic review and acquisition related expenses during the three months ended March 31, 2026 are primarily related to professional fees incurred related to an unsolicited offer to take the Company private.

Recent Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of certain amounts included in the expense captions presented on the condensed consolidated statement of operations as well as disclosures about selling expenses. The ASU will be effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is currently evaluating the impact of ASU 2024-03 on its condensed consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (“ASU 2025-06”). ASU 2025-06 modernizes and clarifies the threshold for when an entity is required to begin capitalizing software costs and is based on when (i) management has authorized and committed to funding the software project; and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, and interim reporting periods, with early adoption permitted. The Company is currently assessing the impact of ASU 2025-06 on its condensed consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivative Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”), which refines the scope of Topic 815 and clarifies which contracts are subject to derivative accounting. The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract. The amendments in ASU 2025-07 are effective for fiscal years beginning after December 15, 2026, and interim reporting periods, with early adoption permitted. The Company is currently assessing the impact of 2025-07 on its condensed consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued Accounting Standards Update No 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 introduces a practical expedient to calculating current expected credit loss by assuming that the current conditions as of the balance sheet date will not change for the remaining life of the asset. This expedient can only be applied to current accounts receivable and current contract assets. This update was effective for annual reporting periods beginning after December 15, 2025 and interim periods within those annual periods, and this update was required to be applied prospectively. The Company adopted ASU 2025-05 on January 1, 2026. The adoption of ASU 2025-05 did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

Note 4

MARKETABLE SECURITIES

Marketable securities are stated at estimated fair value based upon current market quotes for similar securities (level 2 inputs) and are classified as available-for-sale. Realized gains and losses are included in investment income. Unrealized gains and losses are immaterial and therefore the Company has presented such amounts within investment income in the condensed consolidated statements of operations. Marketable securities consists of U.S. Treasury Bills. As of March 31, 2026 and December 31, 2025, marketable securities consisted of the following:


		March 31, 2026		December 31, 2025
United States Treasury Bills
Amortized Cost	$	—	$	18,640,964
Fair Market Value	$	—	$	18,647,229

Note 5

PREPAID EXPENSES AND OTHER CURRENT ASSETS

The Company has various agreements which require upfront and periodic payments. The Company records the expenses related to these agreements ratably over the annual terms. As of March 31, 2026 and December 31, 2025, the Company’s balance sheet reflected prepaid expenses of $1,030,954 and $990,910, respectively, primarily relating to various software and information licenses and insurance policies with durations ranging from 3 months to 1 year.

Included in other current assets as of March 31, 2026, are income taxes receivable of $276,336, deferred license costs of $1,099,622, and commission advances receivable from employees of $82,811.

Included in other current assets as of December 31, 2025, are income taxes receivable of $239,809, deferred license costs of $1,357,167 and amounts receivable from an insurance company related to settled litigation of employees of $42,198.

Note 6

PROPERTY AND EQUIPMENT, NET

As of March 31, 2026 and December 31, 2025, property and equipment were comprised of the following:


		March 31, 2026			December 31, 2025
Personal computing equipment	$	19,422		$	19,422
Office equipment and capitalized software		73,260			73,260
Total		92,682			92,682
Less: Accumulated depreciation		(67,041	)		(63,254	)
Property and equipment, net	$	25,641		$	29,428

Depreciation expense for the three months ended March 31, 2026 and 2025 was $3,787 and $4,895, respectively.

Note 7

INTANGIBLE ASSETS

As of March 31, 2026, intangible assets were comprised of the following:

	Estimated Useful Life (Years)		Gross Carrying Amount at March 31, 2026		Accumulated Amortization		Net Book Value at March 31, 2026
Customer relationships	6	$	1,011,000	$	238,708	$	772,292
Tradenames and trademarks	9		215,000		33,843		181,157
		$	1,226,000	$	272,551	$	953,449

As of December 31, 2025, intangible assets were comprised of the following:


	Estimated Useful Life (Years)		Gross Carrying Amount at December 31, 2025	Accumulated Amortization		Net Book Value at December 31, 2025
Customer relationships	6	$	1,011,000	196,583	$	814,417
Tradenames and trademarks	9		215,000	27,871		187,129
		$	1,226,000	224,454	$	1,001,546

Amortization expense for the three months ended March 31, 2026 and 2025 was $48,097 and $46,206, respectively.

The estimated future amortization expense for the next five years and thereafter is as follows:


Years ending December 31,		Future Amortization Expense
2026	$	144,292
2027		192,389
2028		192,389
2029		192,389
2030		164,306
Thereafter		67,684
Total	$	953,449

The weighted average remaining amortization period for the Company’s intangible assets as of March 31, 2026 and December 31, 2025 was 5.2 years and 5.4 years, respectively.

Note 8

DEPOSITS AND OTHER ASSETS

As of March 31, 2026 and December 31, 2025, deposits and other assets included $284,908 and $373,241 of assets related to information license vendors, respectively (see “Note 3 – Summary of Significant Accounting Policies – Vendors and Licensors”).

Note 9

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

As of March 31, 2026 and December 31, 2025, accrued expenses were comprised of the following:


		March 31, 2026		December 31, 2025
Employee compensation	$	1,278,055	$	2,779,354
Information Contracts (see "Note 3 - Vendors and Licensors")		715,032		1,050,439
Other accrued expenses		1,516,294		1,425,502
Total	$	3,509,381	$	5,255,295

Note 10

CONVERTIBLE NOTES

On September 1, 2021, the Company entered into a Note Purchase Agreement with certain accredited investors and a former director of the Company, pursuant to which the Company issued at 100% of par value $24,000,000 in aggregate principal balance of 3.5% Convertible Promissory Notes due September 1, 2025 (the “Notes”), convertible into (i) shares of Company common stock and (ii) warrants to purchase shares of Company common stock equal to 20% of the principal amount of the Notes divided by the conversion price of the Notes (the “Warrants”). The Notes matured on the fourth-year anniversary of the date of issuance, which was also the termination date of any Warrants. The conversion price of the Notes and the exercise price of the Warrants was $11.98 per share, which was the consolidated closing bid price of the Company common stock as reported by Nasdaq on August 31, 2021, the most recently completed trading day preceding the Company entering into the Note Purchase Agreement with investors with respect to the Notes. The holders of the Notes had the ability, at any time, to convert all or a portion of the Notes plus accrued interest (subject to a minimum principal amount of $100,000) at the conversion price. The Company had the ability to redeem all or a portion of any Notes then outstanding at any time after the first anniversary of issuance at a price of 112.5% of par value plus accrued interest. In the event of a change of control of the Company, the Company had the ability to redeem all Notes then outstanding at a price of 108% of par value plus accrued interest. Interest expense on the Notes was payable upon maturity or earlier redemption unless the Notes were converted prior to such time. In the event the holders of the Notes converted all or a portion of the Notes, the related accrued interest was converted at the conversion price. Interest expense related to the Notes was $0 and $51,344 for the three months ended March 31, 2026 and 2025, respectively.

The Company evaluated the embedded features in accordance with ASC 815-15-25 and determined embedded features were all clearly and closely related to the debt host instrument and therefore were not required to be bifurcated and separately measured at fair value. The Warrants were not issued in connection with the Notes and issuance of the Warrants was contingent upon conversion of the Notes at the option of the Holder, therefore no portion of the proceeds were allocated to the Warrants.

The Company incurred debt issuance costs associated with the Notes in the amount of $21,330, which were deferred and were amortized over the term of the Notes. During the three months ended March 31, 2026 and 2025, the Company recognized $0 and $1,333 in amortization of debt issuance costs, respectively, which is recognized in interest expense in the condensed consolidated statements of operations.

On February 28, 2024, the Company redeemed $1,000,000 in principal and $87,356 of accrued interest thereon for an aggregate redemption price of $950,000 resulting in a gain of $137,356, which was included in other income and expense in the condensed consolidated statements of operations.

On November 11, 2024, the Company redeemed $16,000,000 in principal amount and $1,794,110 of accrued interest thereon for an aggregate redemption price of $17,648,406 resulting in a gain of $145,703.

Upon maturity of the Notes on September 1, 2025, the Company repaid all outstanding principal and accrued interest on the Notes for an aggregate amount of $6,840,000.

Note 11

STOCK-BASED COMPENSATION

Restricted Stock Awards and Restricted Stock Units

The table below includes issuances of restricted stock awards and units under the 2020 Plan and unvested equity interests of MOR which were converted into restricted common stock.


	Number of Restricted Shares and Units			Weighted Average Grant Date Fair Value Per Share
Unvested at January 1, 2025	1,647,248		$	3.03
Issued	1,050,000			2.02
Vested	(388,750	)		3.92
Canceled	(567,250	)		2.33
Unvested at December 31, 2025	1,741,248			2.31
Issued	—			—
Vested	(206,250	)		3.18
Canceled	—			—
Unvested at March 31, 2026	1,534,998		$	2.19

The 1,534,998 of unvested awards at March 31, 2026 consisted of restricted stock units.

Stock Options

The fair value of the stock options was estimated using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgement. There were no options granted during the three months ended March 31, 2026. The assumptions used to calculate the grant date fair value of the options granted during the three months ended March 31, 2025, are as follows:


		For the Three Months Ended March 31,
		2025
Exercise Price		$2.00 to $2.06
Fair value of Company common stock		$2.00 to $2.06
Dividend yield		0%
Expected volatility		75.0%
Risk Free interest rate		4.00% to 4.20%
Expected life (years) remaining		6.10 to 6.25

The following summarizes option activity under the Company’s stock plan for the three months ended March 31, 2026 and for the year ended December 31, 2025:


	Shares Underlying Options			Weighted Average Exercise Price
Outstanding at January 1, 2025	3,951,796		$	6.47
Granted	208,000		$	2.05
Exercised	(7,837	)	$	2.20
Forfeited and expired	(1,800,919	)	$	7.12
Outstanding at December 31, 2025	2,351,040		$	5.59
Granted	—		$	—
Exercised	—		$	—
Forfeited and expired	(81,750	)	$	5.34
Outstanding at March 31, 2026	2,269,290		$	5.60
Vested options at March 31, 2026	1,726,570		$	6.47

The weighted average exercise price and remaining contractual life of options outstanding as of March 31, 2026 was $5.60 and 6.58 years, respectively. The total aggregate intrinsic value of the options outstanding as of March 31, 2026 was approximately $4,610.

The weighted average exercise price and remaining contractual life of exercisable options as of March 31, 2025 was $8.01 and 6.64 years, respectively. The total aggregate intrinsic value of the exercisable options as of March 31, 2025 was approximately $0.

Stock Compensation Expense

For the three months ended March 31, 2026, there were no stock options granted. For the three months ended March 31, 2025, the weighted-average grant date fair value per share for the stock options granted was $1.43.

At March 31, 2026, the total unrecognized stock compensation expense related to unvested stock option awards and restricted stock awards and restricted stock units granted was $3,929,067, which the Company expects to recognize over a weighted-average period of approximately 1.6 years. Stock compensation expense for the three months ended March 31, 2026 and 2025 was as follows:


	For the Three Months Ended March 31,
			2026		2025
Services		$	29,773	$	40,634
Research and development			30,273		29,323
Sales and marketing			94,623		76,985
General and administrative			393,981		1,145,844
Total		$	548,650	$	1,292,786

Total intrinsic value of options exercised during the three months ended March 31, 2026 was $0. The total fair value of restricted shares vested during the three months ended March 31, 2026 was $431,300.

Total intrinsic value of options exercised during the three months ended March 31, 2025 was $2,351. The total fair value of restricted shares vested during the three months ended March 31, 2025 was $642,204.

Note 12

NET LOSS PER SHARE

The following table sets forth the computation of the basic and diluted net loss per share:



		For the Three Months Ended March 31,
		2026			2025
Net loss attributable to common shareholders	$	(3,362,110	)	$	(1,125,862	)

Net loss per share:
Basic	$	(0.11	)	$	(0.04	)
Diluted	$	(0.11	)	$	(0.04	)

Weighted average shares outstanding:
Basic		31,152,930			31,123,075
Diluted		31,152,930			31,123,075

The following table sets forth all outstanding potentially dilutive securities at the end of the reporting period which were not included in the calculation of diluted earnings per share because their impact would have been antidilutive to the Company’s “control number,” which is income (loss) from operations.


	For the Three Months Ended March 31,
	2026	2025
Potentially dilutive securities:
Stock options	2,269,290	4,081,359
Convertible notes	—	673,925
Unvested restricted stock awards and units	1,534,998	1,575,498
Total	3,804,288	6,330,782

Note 13

RELATED PARTY TRANSACTIONS

Adam Dublin, the Company’s Chief Strategy Officer, was previously a consultant for a current vendor of the Company. Mr. Dublin’s consultancy with the vendor ended on December 11, 2020, and the parties agreed not to renew the consulting agreement. Pursuant to Mr. Dublin’s consulting agreement with the vendor, Mr. Dublin received payments from the vendor for the three months ended March 31, 2026 and 2025 of $0 and $24,375, respectively, as he is entitled to runoff commissions on accounts he sold.

On September 1, 2021, the Company issued, at 100% of par value, $24,000,000 in aggregate principal balance of 3.5% Convertible Promissory Notes due 2025 convertible into (i) shares of Company common stock and (ii) warrants to purchase shares of Company common stock equal to 20% of the principal amount of the Notes divided by the conversion price to a select group of institutional and accredited investors, which included a director of the Company who held $6,000,000 of the Notes until his death on April 11, 2024, which Notes were held by the spouse of the deceased director. See “Note 10 - Convertible Notes” for additional information. On September 1, 2025, the Notes reached their maturity date and the Company paid $6,840,000 of principal and accrued interest due upon maturity.

On September 4, 2024, the Company entered into a customer agreement with an entity controlled by one of its directors providing for products and services over a three-year period for variable consideration with aggregate minimum billings of $1,200,000 and noncash consideration of $133,914. The Company’s reported revenues include $108,846 for the three months ended March 31, 2026 and $100,000 for the three months ended March 31, 2025 resulting from the agreement.

On December 23, 2025, the Company entered into a vendor agreement with an entity controlled by one of its directors for products to be delivered over a three-year period with aggregate amounts to be billed in future periods of $750,000.

Note 14 COMMITMENTS AND CONTINGENCIES

Service and License Agreements

The Company entered into certain service and license agreements that provide for future minimum payments. The terms of these agreements vary in length through December 31, 2030. The following table shows the remaining payment obligations under these agreements as of March 31, 2026:

		March 31, 2026
Year ending December 31, 2026	$	7,376,250
Year ending December 31, 2027		7,661,375
Year ending December 31, 2028		5,485,875
Year ending December 31, 2029		4,475,000
Year ending December 31, 2030		4,750,000
Thereafter		—
	$	29,748,500

Commitments and contingencies includes $715,032 recorded in accrued expenses and other liabilities, representing information license liabilities under various licensing agreements (see “Note 3 – Summary of Significant Accounting Policies – Vendors and Licensors”).

Legal Proceedings

From time to time the Company may be involved in claims that arise during the ordinary course of business. For any matters where management currently believes it is probable that the Company will incur a loss and that the probable loss or range of loss can be reasonably estimated, the Company records reserves in the condensed consolidated financial statements based on its best estimates of such loss. In other instances, because of the uncertainties related to either the probable outcome or the amount or range of loss, management is unable to make a reasonable estimate of a liability, if any. Regardless of the outcome, litigation can be costly and time consuming and it can divert management’s attention from important business matters and initiatives, negatively impacting the Company’s overall operations. Although the results of litigation and claims cannot be predicted with certainty, the Company does not currently have any pending or recently resolved litigation to which it is a party or to which its property is subject that the Company believes to be material, except for the below.

Following the announcement of the proposed Transactions (as defined below), beginning in April 2026, the Company and its directors have received numerous demand letters from purported Company stockholders relating to the Transactions. The demand letters generally allege, among other things, that disclosures concerning the Transactions are inadequate and/or that the Company’s directors breached their fiduciary duties in connection with the approval of the Transactions. The letters demand that the Company make supplemental disclosures and/or take other corrective action and, in some instances, indicate that the stockholders may file litigation (including putative class actions) in the absence of the requested relief. Some letters also include demands for the payment of attorneys’ fees and expenses allegedly incurred in connection with the demands.

No agreements have been reached to resolve these demands. The Company believes the allegations in the demand letters are without merit and, to the extent any litigation is filed, the Company intends to defend itself and its directors vigorously. The Company cannot predict the outcome of these matters or whether additional demands or lawsuits will be made or filed, nor can it estimate a reasonable range of potential loss or determine whether any such loss is probable. Adverse outcomes in any related litigation, if initiated, could result in injunctive or other equitable relief (including delaying, enjoining, or requiring additional disclosures regarding the Transaction), monetary damages, and/or the payment of plaintiffs’ attorneys’ fees and costs, which could be material to the Company’s financial condition, results of operations, or cash flows.

The Company provides the foregoing disclosure solely to keep investors informed. Nothing herein shall be construed as an admission of the merits of any allegation or demand, or as an admission concerning the materiality of any information.

Note 15

SUBSEQUENT EVENTS

On April 2, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, 2025 Acquisition Company, LLC, a Delaware limited liability company (“Parent”), and Bravo Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Parent plans to acquire the Company through a tender offer for $2.17 (the “Offer Price”) per share of the Company’s common stock (each, a “Share”), followed by a back-end of Merger Sub into the Company (the “Merger” and, together with the Offer and the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

In connection with the Transactions the Special Committee of the Board of Directors incurred financial advisory fees of $750,000 on April 2, 2026 and will incur an additional $2,050,000 upon closing of the Transactions.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement for Forward-Looking Information

The following discussion of the Company’s financial condition and results of operations for the three months ended March 31, 2026 and 2025 should be read in conjunction with the unaudited condensed consolidated financial statements and the notes to those statements that are included elsewhere in this report. The following discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, including plans, objectives, expectations, intentions and those set forth under “Cautionary Statement for Forward-Looking Information.” Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under “Item 1A. Risk Factors” appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 27, 2026. The Company uses words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Overview

Forian Inc. (the “Company” or “Forian”) was incorporated in Delaware on October 15, 2020 as a wholly owned subsidiary of Forian LLC (f/k/a Medical Outcomes Research Analytics, LLC) (“MOR”) for the purpose of effecting the business combination (the “Helix merger”) with Helix Technologies, Inc. (“Helix”). Forian provides a unique suite of data management capabilities and proprietary information and analytics solutions to optimize and measure operational, clinical and financial performance for customers within the healthcare and life sciences and financial services industries.

On January 8, 2026, at a special meeting of stockholders (the “Special Meeting”) of Forian, Inc. (the “Company”), the stockholders of the Company approved a proposal to redomicile through a statutory conversion (the “Redomiciliation”) the Company from a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) to a corporation organized under the laws of the State of Maryland (the “Maryland Corporation”) by means of a plan of conversion (the “Plan of Conversion”) and adopted the resolutions of the board of directors of the Company approving the Redomiciliation, as described in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2025 (the “Proxy Statement”).

Pursuant to the Plan of Conversion the Company filed (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) articles of conversion with the Secretary of State of the State of Maryland and (iii) articles of incorporation with the Secretary of State of the State of Maryland (the “Maryland Charter”). The Company has also adopted new bylaws (the “Maryland Bylaws”) in connection with the Redomiciliation. The Redomiciliation was effective at 12:01 a.m. Eastern Time on January 9, 2026 (the “Effective Time”).

The Redomiciliation does not result in any change in the business, jobs, management, properties, location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the costs related to the Redomiciliation). The Redomiciliation does not adversely affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Redomiciliation.

On April 2, 2026, the Company entered into an Agreement and Plan of Merger, by and among the Company, 2025 Acquisition Company, LLC, a Delaware limited liability company, and Bravo Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of Parent.

Financial Operations Overview

The following discussion sets forth certain components of the Company’s condensed consolidated statements of operations as well as factors that impact those items.

Revenues

Revenues are derived from fees for the Company’s proprietary information products and services. The Company recognizes revenues from information products as the products are updated. Sales for the three months ended March 31, 2026, by country as a percentage of total sales were: United States (99%), and Great Britain/others, (1%) compared to sales for the three months ended March 31, 2025, by country as a percentage of total sales which were: United States, (93%); Australia, (5%), and Great Britain /others (2%).

Cost of Revenues

Cost of revenues is generated from direct costs associated with the delivery of the Company’s products and services to its customers. The cost of revenues relates primarily to labor costs, information licensing, hosting and infrastructure costs and client service team costs.

On July 31, 2024, the Company was informed by one of its information vendors that effective December 31, 2024, the vendor would no longer include certain data within the information products it licensed to the Company. The vendor stated this was due to clarifications and updates to the licensing relationship between the vendor and one of its data suppliers. In February 2025, the vendor announced that it intended to exit the data licensing business by the end of 2026. The Company plans to license data from additional vendors in consideration of the above changes; however, there can be no assurance that the alternate sources of comparable data can be obtained, and if so, on terms and conditions substantially equivalent to those under the Company’s previous agreement. As a result of this event, the Company is evaluating its rights under the contract and the impact of the vendor’s announced wind down on future obligations under the agreement. The Company reduced the expected period of benefit under the agreement effective with the vendor’s announcement. The resulting change in accounting estimate did not have a material impact on operating results for the three months ended March 31, 2026.

Research and Development

Research and development expenses consist primarily of employee-related expenses, subcontractor and third-party consulting fees and hosted infrastructure costs. The Company continues to focus research and development efforts on adding new features and applications to its product offerings.

Sales and Marketing

Sales and marketing expense is primarily salaries and related expenses, including commissions, for sales, marketing and product management staff. Marketing program costs are also recorded as sales and marketing expense including advertising, market research and events (such as trade shows, corporate communications, brand building, etc.). The Company plans to continue investing in marketing and sales by expanding selling and marketing staff, building brand awareness, attracting new clients and sponsoring additional marketing events. The timing of these marketing events may affect marketing costs in any particular period.

General and Administrative Expenses

General and administrative expenses include salaries, benefits and other costs of departments serving administrative functions, such as executives, finance and accounting and human resources. In addition, general and administrative expense includes non-personnel costs, such as professional fees, legal fees, accounting and finance advisory fees and other supporting corporate expenses not allocated to cost of revenues, product and development or sales and marketing.

Strategic Review and Acquisition Related Expenses

Depreciation and Amortization Expenses

Depreciation and amortization relate to long-lived assets used in the Company’s business. Depreciation expense relates primarily to furniture and equipment and computers.

Results of Operations For the Three Months Ended March 31, 2026 and 2025

The following table summarizes the results of operations for the periods indicated:


	For the Three Months Ended March 31,
			2026			2025
Revenues		$	6,851,095		$	7,056,116

Costs and Expenses
Cost of revenues			4,844,102			3,131,622
Research and development			961,458			606,237
Sales and marketing			1,482,486			1,382,727
General and administrative			2,447,074			3,279,094
Depreciation and amortization			51,884			51,101
Strategic review and transaction related expenses			551,824			—
Operating loss			(3,487,733	)	$	(1,394,665	)

Other Income (Expense)
Interest and investment income			155,543			328,848
Interest expense			—			(52,678	)
Total other income, net			155,543			276,170

Net loss before income taxes			(3,332,190	)		(1,118,495	)
Income tax expense			(29,920	)		(7,367	)
Net loss		$	(3,362,110	)	$	(1,125,862	)

Comparison of the three months ended March 31, 2026 and 2025

Revenues

Revenues for the three months ended March 31, 2026, were $6,851,095, which represented a decrease of $205,021 compared to revenues of $7,056,116 for the three months ended March 31, 2025. The decrease is primarily due to lower revenues from health science customers due to contract terminations, partially offset by growth from new customers.

Cost of Revenues

Cost of revenues for the three months ended March 31, 2026, was $4,844,102, which represented an increase of $1,712,480 compared to cost of revenues of $3,131,622 for the three months ended March 31, 2025. Cost of revenues increased primarily due to higher information licensing and processing expenses. As a result, gross profit as a percentage of revenues decreased to 29% for the three months ended March 31, 2026, compared to 56% for the same period in 2025.

Research and Development

Research and development expenses for the three months ended March 31, 2026, were $961,458, which represented an increase of $355,221 compared to research and development expenses of $606,237 for the three months ended March 31, 2025. The increase is primarily due to higher employee related expenses resulting from an increased number of employees.

Sales and Marketing

Sales and marketing expenses for the three months ended March 31, 2026, were $1,482,486, which represented an increase of $99,759 compared to sales and marketing expenses of $1,382,727 for the three months ended March 31, 2025. The increase is due to higher employee related expenses.

General and Administrative

General and administrative expenses for the three months ended March 31, 2026, were $2,447,074, which represented a decrease of $832,020 compared to general and administrative expenses of $3,279,094 for the three months ended March 31, 2025. The decrease is primarily due to lower stock compensation expense (approximately $744,136).

Strategic Review and Acquisition Related Expenses

Interest and Investment Income

Interest and investment income for the three months ended March 31, 2026, were $155,543, which represented a decrease of $173,305 compared to interest and investment income of $328,848 for the three months ended March 31, 2025. The decrease is primarily due to lower interest rates.

Interest Expense

Interest expense for the three months ended March 31, 2026, was $0, which represented a decrease of $52,678 compared to interest expense of $52,678 for the three months ended March 31, 2025. The decrease is due to the impact of the redemption of the Company’s convertible notes.

Non-GAAP Financial Measures

In this Quarterly Report on Form 10-Q the Company has provided a non-GAAP measure, which is defined as financial information that has not been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The non-GAAP financial measure provided herein is earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”), which should be viewed as supplemental to, and not as an alternative for, net loss calculated in accordance with U.S. GAAP (referred to below as “net loss”).

Adjusted EBITDA is used by management as an additional measure of the Company’s performance for purposes of business decision-making, including developing budgets, managing expenditures and evaluating potential acquisitions or divestitures. Period-to-period comparisons of Adjusted EBITDA help management identify additional trends in the Company’s financial results that may not be shown solely by period-to-period comparisons of net loss. In addition, management may use Adjusted EBITDA in the incentive compensation programs applicable to some employees in order to evaluate the Company’s performance. Management recognizes that Adjusted EBITDA has inherent limitations because of the excluded items, particularly those items that are recurring in nature. In order to compensate for those limitations, management also reviews the specific items that are excluded from Adjusted EBITDA, but included in net loss, as well as trends in those items contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management believes that the presentation of Adjusted EBITDA is useful to investors in their analysis of the Company’s results for reasons similar to those believed by management. Additionally, Adjusted EBITDA helps facilitate investor understanding of decisions made by management in light of the performance metrics used in making those decisions. As more fully described below, management believes that providing Adjusted EBITDA, together with a reconciliation of net loss to Adjusted EBITDA, helps investors make comparisons between the Company and other companies that may have different capital structures, different effective income tax rates and tax attributes, different capitalized asset values and/or different forms of employee compensation. However, Adjusted EBITDA is not intended as a substitute for comparisons based on net loss. In making any comparisons to other companies, investors should be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding U.S. GAAP measures provided by each company under applicable SEC rules.

The following is an explanation of the items excluded from Adjusted EBITDA but included in net loss:

•

Depreciation and Amortization. Depreciation and amortization expense is a non-cash expense relating to capital expenditures and intangible assets arising from acquisitions that are expensed on a straight-line basis over the estimated useful life of the related assets. The Company excludes depreciation and amortization expense from Adjusted EBITDA because management believes that (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of the business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Accordingly, management believes that this exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods.

•

Stock-Based Compensation Expense. Stock-based compensation expense is a non-cash expense arising from the grant of stock-based awards to employees. Management believes that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period comparisons in the Company’s operating performance because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of business operations and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Management believes that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between the Company’s operating performance and the operating performance of other companies that may use different forms of employee compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future.

•

Interest Expense. Interest expense is associated with the convertible notes entered into on September 1, 2021 in the amount of $24,000,000 (the “Notes”). The Notes matured on September 1, 2025, and had accrued interest at an annual rate of 3.5%. Management excludes interest expense from Adjusted EBITDA (i) because it is not directly attributable to the performance of business operations and, accordingly, its exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures.

•

Interest and Investment Income. Interest and Investment income is associated with the level of marketable debt securities and other interest-bearing accounts in which the Company invests. Interest and investment income can vary over time due to changes in interest rates and level of investments. Management excludes interest and investment income from Adjusted EBITDA (i) because these items are not directly attributable to the performance of business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that interest and investment income will recur in future periods.

•

Strategic review and acquisition related expenses. Management excludes certain professional expenses that are extraordinary in nature and are unrelated to the Company’s day-to-day business operations. The nature of these expenses is primarily related to an unsolicited offer to take the Company private.

•

Income tax expense. Management excludes the income tax expense from Adjusted EBITDA (i) because management believes that the income tax expense is not directly attributable to the underlying performance of business operations and, accordingly, its exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different tax attributes.

Limitations on the use of non-GAAP financial measures

There are limitations to using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with U.S. GAAP and may be different from non-GAAP financial measures provided by other companies.

The non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact upon reported financial results. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are adjusted to calculate non-GAAP financial measures. Management compensates for these limitations by analyzing current and future results on a U.S. GAAP basis as well as a non-GAAP basis and also by providing U.S. GAAP measures in the Company’s public disclosures.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. Management encourages investors and others to review the Company’s financial information in its entirety, not to rely on any single financial measure to evaluate the business and to view non-GAAP financial measures in conjunction with the most directly comparable U.S. GAAP financial measures.

The following table reconciles the specific items excluded from U.S. GAAP metrics in the calculation of Adjusted EBITDA for the periods shown below:


	For the Three Months Ended March 31,
			2026			2025
Revenue		$	6,851,095		$	7,056,116

Net loss			(3,362,110	)		(1,125,862	)

Depreciation and amortization			51,884			51,101
Stock based compensation expense			548,650			1,292,786
Interest and investment income			(155,543	)		(328,848	)
Interest expense			—			52,678
Strategic review and transaction related expenses			551,824			—
Income tax expense			29,920			7,367
Adjusted EBITDA		$	(2,335,375	)	$	(50,778	)

Comparison of the Three Months Ended March 31, 2026 and 2025

Adjusted EBITDA

Adjusted EBITDA for the three months ended March 31, 2026, was $(2,335,375) compared to $(50,778) for the three months ended March 31, 2025, a decrease of $2,284,597. The decrease is primarily due to lower revenues and the increased cost of revenues and other operating expenses discussed above.

Liquidity and Capital Resources

Historically, the Company’s operations have been financed primarily from cash flow from operating activities, cash proceeds received from the sale of investments, equity issuances and the issuance of the Notes. On February 10, 2023, the Company sold BioTrack for $30,000,000 consisting of $20,000,000 in cash at closing and twelve unconditional monthly payments aggregating $10,000,000 thereafter. On July 21, 2023, the Company sold a minority equity interest in a customer for cash proceeds of $5,805,858 and potential future contingent earnout payments aggregating up to $3,600,000 based on achievement of certain performance metrics in 2025 and 2026. These transactions have provided additional cash and liquidity to the Company. During 2025, the Company redeemed $6,840,000 in outstanding principal and interest on its Notes. As of March 31, 2026, the Company’s balance of cash was $30,951,187 and there was no remaining outstanding principal and accrued interest on the Notes, which had a maturity date of September 1, 2025. The Company expects to continue to fund its operations and potential future acquisitions through a combination of cash flow generated from operating activities, available cash, debt financing and/or additional equity issuances.

Cash Flows

The following table summarizes selected information about sources and uses of cash and cash equivalents for the periods presented:


	For the Three Months Ended March 31,
			2026			2025
Net cash (used in) provided by operating activities		$	(547,986	)	$	448,180
Net cash provided by investing activities			18,674,000			838,125
Net cash used in financing activities			(78,587	)		(172,295	)
Net change in cash and cash equivalents		$	18,047,427		$	1,114,010

Net Cash (Used in) Provided by Operating Activities

Net cash used in operating activities of $547,986 decreased by $996,166 for the three months ended March 31, 2026 compared to cash provided by operating activities of $448,180 for the three months ended March 31, 2025. The decrease is primarily the result of the decreased revenues, increased cost of revenues and increased strategic review and transaction related costs discussed above, partially offset by changes in working capital accounts related to the timing of cash flows from operations.

Net Cash Provided by Investing Activities

Net cash provided by investing activities of $18,674,000 increased by $17,835,875 for the three months ended March 31, 2026 compared to cash provided by investing activities of $838,125 for the three months ended March 31, 2025. The change is primarily the result of sales of marketable securities.

Net Cash Used In Financing Activities

Net cash used in financing activities of $78,587 three months ended March 31, 2026 decreased by $93,708 compared to cash used in financing activities of $172,295 for the three months ended March 31, 2025. The decrease was primarily due to changes in cash used for tax payments related to the vesting of restricted stock units.

Critical Accounting Estimates

Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s condensed consolidated financial statements that have been prepared in accordance with US GAAP. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.

On an on-going basis, the Company evaluates its estimates, including those related to revenues, stock-based compensation, income taxes and allowance for credit losses.

The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Company believes the following critical accounting estimates used in the preparation of its condensed consolidated financial statements affect its more significant judgments and estimates.

Revenue

The Company utilizes judgement to determine whether performance obligations in a contract are distinct and to assess revenue recognized under variable revenue arrangements. In cases where it is determined that a separate performance obligation exists, the Company uses judgment to allocate the transaction price to the performance obligations using estimated standalone selling prices. In cases where contracts contain variable consideration components, the Company estimates the amount of variable revenue consideration at the expected value based on the assessment of legal enforceability, anticipated performance, historical experience, and a review of specific transactions.

Share-Based Payments

Under the fair value recognition provision, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period. The Company makes certain assumptions in order to value and expense its various share-based payment awards. In developing these assumptions, the Company considers the following:

•

expected volatility based on the historical volatility of the Company’s stock;

•

a risk-free interest rate by reference to implied yields from United States Treasury securities;

•

an estimated dividend yield of zero as the Company does not anticipate paying any future dividends; and

•

an estimate of the average expected life of the award based on historical experience.

Income Taxes

The Company utilizes judgement and estimates in assessing the need for the valuation allowance related to deferred tax assets, including net operating loss carry-forwards. In the event the Company were to determine that it would not be able to realize all or part of its net deferred tax assets, an adjustment to the deferred tax assets would be charged to income in the period such determination was made. The Company currently has a full valuation allowance related to its deferred tax assets due to a history of operating losses. This assessment requires judgement and may change in future periods should the Company achieve net income from its operations.

Allowance for Credit Losses

Accounts receivable are recorded at the invoiced amount, net of allowance for credit losses. The Company estimates the allowance for credit losses based on historical write-off experience, customer specific facts and economic conditions.

Contract assets represent contractual rights to consideration in the future and are generated when contractual billing schedules differ from the timing of revenue recognition. The Company estimates the allowance for credit losses based on historical payment experience, customer specific facts, expected performance over the duration of the contract and economic conditions.

Recent Accounting Pronouncements

In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (“ASU 2025-06”). ASU 2025-06 modernizes and clarifies the threshold for when an entity is required to begin capitalizing software costs and is based on when (i) management has authorized and committed to funding the software project; and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, and interim reporting periods, with early adoption permitted. The Company is currently assessing the impact of ASU 2025-06 on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivative Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”), which refines the scope of Topic 815 and clarifies which contracts are subject to derivative accounting. The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract. The amendments in ASU 2025-07 are effective for fiscal years beginning after December 15, 2026, and interim reporting periods, with early adoption permitted. The Company is currently assessing the impact of 2025-07 on its consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncements

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an “emerging growth company.” As an “emerging growth company,” the Company is electing to take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards.

Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” the Company is not required to, among other things, (i) provide an auditor’s attestation report on its system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. These exemptions will apply until the last day of the fiscal year of the fifth anniversary of the business combination with Helix (December 31, 2026) or until the Company no longer meets the requirements for being an “emerging growth company,” whichever occurs first.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

This item is not required.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports filed under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its chief executive officer (who is also the Company’s principal executive officer) and its chief financial officer (who is also the Company’s principal financial and accounting officer), to allow for timely decisions regarding required disclosure. In accordance with Rules 13a-15(b) under the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, of the effectiveness of its disclosure controls and procedures as of March 31, 2026, which is the end of the three-month period covered by this Quarterly Report on Form 10-Q.

The Company identified a material weakness in its internal controls over financial reporting as disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 27, 2026. The Company’s chief executive officer and chief financial officer therefore concluded that the Company’s disclosure controls and procedures as of the fiscal quarter ended March 31, 2026 remain ineffective to the extent of the material weakness identified.

During 2025, we identified a material weakness in the design of our controls over the application of ASC 606, particularly to accounting for contracts with customers. The Company has implemented improvements in the design of its controls over the application of ASC 606 to contracts with customers during 2026. The Company believes these actions, when complete, will remediate the control weakness. However, the weakness will not be considered fully remediated until the applicable controls operate for a sufficient period of time for management to test the results for operating effectiveness. Once implemented, the Company intends to continue periodic testing and reporting of the internal controls to ensure continuity of compliance.

Changes in Internal Control Over Financial Reporting

Except for the items described above, there has been no change in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the three months ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Part II – OTHER INFORMATION

Item 1.

Legal Proceedings

From time to time the Company may be involved in claims that arise during the ordinary course of business. For any matters where management currently believes it is probable that the Company will incur a loss and that the probable loss or range of loss can be reasonably estimated, it records reserves in its condensed consolidated financial statements based on its best estimates of such loss. In other instances, because of the uncertainties related to either the probable outcome or the amount or range of loss, management is unable to make a reasonable estimate of a liability, if any. Regardless of the outcome, litigation can be costly and time consuming and it can divert management’s attention from important business matters and initiatives, negatively impacting overall operations. Although the results of litigation and claims cannot be predicted with certainty, the Company does not currently have any pending or recently resolved litigation to which it is a party or to which its property is subject that the Company believes to be material, except for the below.

As previously disclosed, on April 3, 2026, the Company filed a Current Report on Form 8 K regarding a proposed transaction (the “Transaction”). See our Current Report on Form 8 K filed April 3, 2026, for additional information about the Transaction. Following the announcement of the Transaction, beginning in April 2026, the Company and its directors have received numerous demand letters from purported Company stockholders relating to the Transaction. The demand letters generally allege, among other things, that disclosures concerning the Transaction are inadequate and/or that the Company’s directors breached their fiduciary duties in connection with the approval of the Transaction. The letters demand that the Company make supplemental disclosures and/or take other corrective action and, in some instances, indicate that the stockholders may file litigation (including putative class actions) in the absence of the requested relief. Some letters also include demands for the payment of attorneys’ fees and expenses allegedly incurred in connection with the demands.

As of May 12, 2026, no agreements have been reached to resolve these demands. The Company believes the allegations in the demand letters are without merit and, to the extent any litigation is filed, the Company intends to defend itself and its directors vigorously. The Company cannot predict the outcome of these matters or whether additional demands or lawsuits will be made or filed, nor can it estimate a reasonable range of potential loss or determine whether any such loss is probable. Adverse outcomes in any related litigation, if initiated, could result in injunctive or other equitable relief (including delaying, enjoining, or requiring additional disclosures regarding the Transaction), monetary damages, and/or the payment of plaintiffs’ attorneys’ fees and costs, which could be material to the Company’s financial condition, results of operations, or cash flows.

Item 1A.

Risk Factors

This item is not required.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

Trading Arrangements of Directors and Executive Officers

During the three months ended March 31, 2026 and 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits


3.1	Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2026).
3.2	Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2026).
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed with this Quarterly Report on Form 10‑Q.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 15, 2026.


	FORIAN INC.

	By:	/s/ Max Wygod
		Max Wygod
		Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Michael Vesey
		Michael Vesey
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

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Source: View Original Filing on SEC EDGAR

FAQ

How did Forian (FORA) perform financially in Q1 2026?

Forian reported Q1 2026 revenue of $6.85 million, down slightly from $7.06 million a year earlier. Net loss widened to $3.36 million, driven by higher information licensing costs, increased operating expenses, and $0.55 million of strategic review and transaction-related charges.

What happened to Forian’s profitability and Adjusted EBITDA in Q1 2026?

Profitability weakened notably, with net loss increasing to $3.36 million from $1.13 million. Adjusted EBITDA declined to a loss of $2.34 million, versus a $0.05 million loss in Q1 2025, reflecting cost of revenues growth and higher research, sales, and transaction-related expenses.

What is the status of Forian’s planned acquisition and tender offer?

On April 2, 2026, Forian signed a merger agreement under which a buyer group plans a cash tender offer at $2.17 per share, followed by a merger. After completion, Forian would become a wholly owned subsidiary of the acquirer, subject to closing conditions described in company documents.

What is Forian’s liquidity position and debt level as of March 31, 2026?

As of March 31, 2026, Forian held $30.95 million in cash and cash equivalents and no outstanding principal or interest on its prior 3.5% convertible notes. Cash increased mainly from $18.67 million of marketable securities sales during the quarter.

How concentrated are Forian’s customers and what risks does this pose?

In Q1 2026, one customer represented 11.5% of revenue, and two customers made up 21.6% and 10.4% of accounts receivable. This concentration means changes in a small number of large relationships can meaningfully affect revenue and collections.

What non-GAAP metric does Forian highlight and why?

Forian highlights Adjusted EBITDA, which excludes depreciation, amortization, stock-based compensation, interest, income taxes, and strategic transaction costs. Management uses it to assess operating performance and compare periods without the impact of non-cash or non-operational items.

What long-term commitments does Forian have under service and license agreements?

As of March 31, 2026, Forian had remaining minimum payment obligations of $29.75 million under service and license agreements through 2030. Annual commitments peak at $7.66 million in 2027 and decline to $4.75 million by 2030, affecting future fixed cost structure.

Tender offer at $2.17 per share targets Forian (NASDAQ: FORA) in Q1

Rhea-AI Filing Summary

Positive

Negative

Insights

Equity analyst neutral

M&A and governance specialist neutral

Key Figures

Key Terms

FAQ

How did Forian (FORA) perform financially in Q1 2026?

What happened to Forian’s profitability and Adjusted EBITDA in Q1 2026?

What is the status of Forian’s planned acquisition and tender offer?

What is Forian’s liquidity position and debt level as of March 31, 2026?

How concentrated are Forian’s customers and what risks does this pose?

What non-GAAP metric does Forian highlight and why?

What long-term commitments does Forian have under service and license agreements?