CEO group bids $2.10 a share to take Forian (NASDAQ: FORA) private

Rhea-AI Filing Summary

Forian Inc. received an unsolicited, preliminary and non-binding proposal from a group led by founder, Executive Chairman and CEO Max Wygod to take the company private at $2.10 per share for the other shareholders. The group, which also includes inside directors Adam Dublin and Shahir Kassam-Adams, beneficially owns about 63% of Forian’s common stock.

The Board has formed a Special Committee of independent directors with its own advisors to evaluate the proposal and determine next steps. The proposal is subject to several conditions, including securing financing, negotiating satisfactory employment and definitive acquisition agreements, approval by the Special Committee, and completing an acquisition, including by tender, of a majority of Forian’s common shares.

Insights

M&A and governance analyst

CEO-led group proposes a conditional $2.10-per-share take-private of Forian.

The filing describes a going-private proposal for $2.10 per share from a group led by Forian’s founder, Executive Chairman and CEO Max Wygod, joined by inside directors Adam Dublin and Shahir Kassam-Adams. This group beneficially owns about 63% of the common stock, which gives them significant influence but does not, by itself, complete the transaction.

The Board created a Special Committee of independent directors with separate advisors to evaluate the offer and oversee the process, a common mechanism to address potential conflicts in management-led buyouts. The proposal is explicitly described as unsolicited, preliminary and non-binding, indicating that terms can change and there is no assurance of completion.

Key conditions include obtaining financing, negotiating and signing employment and definitive acquisition agreements, approval by the Special Committee, and acquiring, including by tender, a majority of the common shares. Actual outcomes will depend on the Special Committee’s evaluation, the financing process and whether transaction documents are agreed and executed.

false000182928000018292802025-08-252025-08-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  August 25, 2025

FORIAN INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-40146	85-3467693
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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	FORA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

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.           ☐

Item 7.01 Regulation FD Disclosure

On August 25, 2025, Forian Inc. (the “Company”), a leading provider of data science driven information and analytics solutions to the life science, healthcare and financial services industries, announced that its Board of Directors has received an unsolicited, preliminary, non-binding proposal letter, dated August 25, 2025, from a group led by Forian founder, Executive Chairman and Chief Executive Officer Max Wygod, to take the Company private at a proposed purchase price of $2.10 per share to the Company’s other shareholders. Mr. Wygod and the other participants in the proposal, including inside directors Adam Dublin and Shahir Kassam-Adams, beneficially own approximately 63% of the Company’s common stock.

The Company’s Board of Directors has established a Special Committee consisting of independent directors. The Special Committee with its own advisors will evaluate the proposal and determine the appropriate course of action and process.

The proposal will be conditioned on, among other things, the receipt of financing for the transaction, the negotiation and execution of satisfactory employment agreements and a definitive acquisition agreement as well as approval of the proposal by the Special Committee and the acquisition (including by tender) of a majority of the shares of the Company’s common stock.

A copy of the press release, which includes a copy of the Letter, is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The Company hereby files or furnishes, as applicable, the following exhibits:

Exhibit No.		Description
99.1		Press Release, dated August 25, 2025 (furnished herewith)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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 hereunto duly authorized.

	FORIAN INC.
Dated: August 25, 2025	By:	/s/ Michael Vesey
	Name:	Michael Vesey
	Title:	Chief Financial Officer

3

FAQ

What transaction did Forian Inc. (FORA) disclose in this 8-K?

Forian Inc. disclosed that a group led by founder, Executive Chairman and CEO Max Wygod submitted an unsolicited, preliminary, non-binding proposal to take the company private at $2.10 per share for the other shareholders.

Who is in the group proposing to take Forian Inc. (FORA) private and how much do they own?

The proposing group is led by Max Wygod and includes inside directors Adam Dublin and Shahir Kassam-Adams. Together they beneficially own approximately 63% of Forian’s common stock.

How is Forian Inc.’s Board responding to the take-private proposal?

Forian’s Board has formed a Special Committee of independent directors with its own advisors. This committee will evaluate the proposal and decide the appropriate course of action and process.

What conditions apply to the proposed $2.10 per share transaction for Forian Inc. (FORA)?

The proposal is conditioned on obtaining financing, negotiating and executing employment agreements and a definitive acquisition agreement, approval by the Special Committee, and acquiring, including by tender, a majority of Forian’s common shares.

Is the Forian Inc. (FORA) take-private proposal binding at this stage?

No. The proposal is described as unsolicited, preliminary and non-binding, meaning it can change or be withdrawn and does not guarantee that a transaction will occur.

What additional information did Forian Inc. provide alongside the 8-K about the proposal?

Forian attached a press release dated August 25, 2025, which includes a copy of the proposal letter, as Exhibit 99.1 to the report.