[8-K] Forian Inc. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Forian Inc. has completed its acquisition by 2025 Acquisition Company, LLC through a cash tender offer and merger. Stockholders who tendered or held Forian common stock immediately before the merger will receive $2.17 per share in cash, without interest and subject to tax withholding.
The tender offer expired on May 14, 2026, with 6,444,415 shares validly tendered and not withdrawn, which, together with shares already owned by the buyer, satisfied the minimum condition. On May 15, 2026, the merger closed, Forian became a wholly owned subsidiary of Parent, and all in‑the‑money options, RSUs and restricted stock were cashed out based on the same $2.17 price, subject to vesting terms.
Forian’s common stock will be delisted from Nasdaq, and the company plans to terminate SEC registration and suspend periodic reporting, making Forian a privately held company. The existing board members resigned at closing, leaving Max Wygod as sole director, and the articles of incorporation and bylaws were amended and restated for the surviving corporation.
Positive
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Negative
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Insights
Forian is being taken private in an all-cash deal at $2.17 per share.
The transaction combines a successful tender offer with a follow-on merger under Maryland law, turning Forian into a wholly owned subsidiary of the buyer. Holders of common stock generally receive $2.17 per share in cash, while in-the-money options, RSUs and restricted stock are settled using the same per-share price, subject to vesting and tax withholding.
Approximately 91% of issued and outstanding shares were tendered or owned by the buyer as of the expiration date, enabling completion without a stockholder vote. After delisting from Nasdaq and planned Form 15 deregistration, the shares will no longer trade publicly and periodic reporting under the Exchange Act will cease, so future visibility will depend on private disclosures rather than SEC filings.
8-K Event Classification
8 items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01
8 items
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.01
Changes in Control of Registrant
Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Offer price: $2.17 per share
Shares tendered: 6,444,415 shares
Shares already owned by buyer parties: 21,991,929 shares
+3 more
6 metrics
Offer price
$2.17 per share
Cash tender offer and merger consideration
Shares tendered
6,444,415 shares
Validly tendered and not withdrawn as of offer expiration
Shares already owned by buyer parties
21,991,929 shares
Representing approximately 70% of outstanding shares before offer
Ownership at expiration
Approximately 91% of shares
Tendered plus buyer beneficial ownership as of expiration date
Offer expiration time
One minute after 11:59 p.m. ET
Tender offer expiration on May 14, 2026
Merger closing date
May 15, 2026
Date Parent completed acquisition of Forian
Key Terms
tender offer, Merger Agreement, In the Money Option, RSU Consideration, +2 more
6 terms
tender offer financial
"Purchaser commenced a tender offer, as subsequently amended and supplemented..."
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.
Merger Agreement financial
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)..."
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
In the Money Option financial
"any such Option, an “In the Money Option”) will be cancelled and converted..."
RSU Consideration financial
"multiplied by (ii) the Offer Price (the “RSU Consideration”);"
Form 25 regulatory
"requested that Nasdaq file with the SEC a notification of removal ... on Form 25"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"intends to file a certification on Form 15 with the SEC requesting the termination..."
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
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): May 15, 2026
(Exact Name of Registrant as Specified in Charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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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 2.01 |
Completion of Acquisition or Disposition of Assets
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As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by the Forian Inc., a Maryland corporation (the “Company” or “Forian”) on April 3, 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 (“Purchaser”).
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on April 16, 2026, Purchaser commenced a tender offer, as
subsequently amended and supplemented on May 4, 2026 and May 7, 2026 (such offer, as amended and supplemented, the “Offer”) to acquire any and all of the issued and outstanding shares of
common stock, par value $0.0001 per share of the Company (the “Shares”), at a purchase price of $2.17 per Share, in cash, without interest thereon and less any applicable tax withholding
(the “Offer Price”).
The Offer and related withdrawal rights expired as scheduled one minute after 11:59 p.m., Eastern time, on May 14, 2026 (such date and time, the “Expiration Date”), and the Offer was not further extended. Purchaser was advised by Broadridge Corporate Issuer Solutions, LLC, the depositary for the Offer, that, as of the Expiration Date, a
total of 6,444,415 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing, with the beneficial ownership of Parent, approximately 91% of the issued and outstanding Shares as of the Expiration Date. As of the
Expiration Date, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition (as defined in the Merger Agreement), and all other conditions to the Offer were satisfied or waived. Promptly
after the Expiration Date, Purchaser accepted all Shares validly tendered and not validly withdrawn pursuant to the Offer and will promptly pay for all Shares accepted pursuant to the Offer. Parent completed the acquisition of the Company on May 15,
2026 (the “Closing Date”), by causing Purchaser to merge with and into the Company (the “Merger”) pursuant to Section 3-106.1(c)
of the Maryland General Corporation Law (the “MGCL”). At the Effective Time (as defined in the Merger Agreement), Purchaser was merged with and into the Company, the separate existence of
Purchaser ceased and the Company continued as a wholly owned subsidiary of Parent (the “Surviving Corporation”).
At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares held by any direct or indirect
wholly-owned subsidiary of the Company, or by Parent, Purchaser or any other direct or indirect wholly owned subsidiary of Parent, (ii) any Shares irrevocably accepted for payment in the Offer, and (iii) Shares issued and outstanding immediately
prior to the Effective Time that are held by any holder who is entitled to demand and has properly exercised and perfected its demand for appraisal of such Shares in the time and manner provided in Section 3-202 of the MGCL and, as of the Effective
Time, has neither effectively withdrawn nor lost such holder’s rights to such appraisal and payment under the MGCL (such shares, the “Dissenting Shares”)) will be converted into the right to
receive the Offer Price, without any interest thereon and subject to any withholding of taxes required (the “Merger Consideration”).
Further, at the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or the
Company: (1) each vested Option that has an exercise price per Share that is less than the Offer Price and that is outstanding as of immediately prior to the Effective Time (any such Option, an “In
the Money Option”) will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding taxes), equal to the product of: (i) the total number of Shares subject to
such In the Money Option, multiplied by (ii) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Share under such Option (such amount, the “In the Money Option
Consideration”); (2) each Option that is either (i) unvested or (ii) that has a per share exercise price per Share that is equal to or more than the Offer Price (any such Option, an “Out
of the Money Option”) that is then outstanding and unexercised as of immediately prior to the Effective Time will be cancelled at the Effective Time without any consideration payable therefor; (3) each vested RSU that is outstanding as of
immediately prior to the Effective Time shall be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of Shares vested under such RSU immediately prior to the Effective Time multiplied by
(ii) the Offer Price (the “RSU Consideration”); (4) each unvested RSU or portion thereof that is outstanding as of immediately prior to the Effective Time shall be cancelled and converted
into a right to receive an amount in cash equal to the product of (i) the total number of Shares subject to such unvested RSU immediately prior to the Effective Time multiplied by (ii) the Offer Price (the “Unvested RSU Consideration”), which Unvested RSU Consideration shall be paid on the same vesting schedule as was applicable to the corresponding RSU immediately prior to the Effective Time and shall otherwise remain subject to the
same terms and conditions (including any applicable employment-based vesting conditions) as were applicable to such RSU immediately prior to the Effective Time; (5) each vested award of restricted Shares (each, a “Company Restricted Stock Award”) that is outstanding as of immediately prior to the Effective Time shall be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number
of Shares vested under such Company Restricted Stock Award immediately prior to the Effective Time multiplied by (ii) the Offer Price (the “Restricted Stock Consideration”); and (6) each
unvested Company Restricted Stock Award or portion thereof that is outstanding as of immediately prior to the Effective Time shall be cancelled and converted into a right to receive an award of restricted shares, subject to time-based vesting,
forfeiture or repurchase, on substantially similar terms, with respect to the Surviving Corporation.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by the Company on April 3, 2026, which is incorporated by reference herein.
The information set forth in Items 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On May 15, 2026, in connection with the consummation of the Offer and the Merger, the Company notified The Nasdaq Capital Market (“Nasdaq”) of the consummation of the Merger and requested that Nasdaq file with the SEC a notification of removal from listing and/or registration on Form 25 to effect the delisting of all Shares
from Nasdaq and the deregistration of such Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Shares will no longer be
listed on Nasdaq.
In addition, following the effectiveness of the Form 25, the Company intends to file a certification on Form 15 with the SEC requesting the termination
of registration of all shares of Company Common Stock under Section 12(g) of the Exchange Act, and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to all shares of Company Common
Stock.
| Item 3.03 |
Material Modification to Rights of Security Holders
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The information set forth under Items 2.01, 3.01, 5.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 5.01 |
Changes in Control of Registrant
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The information set forth under Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the completion of the Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Parent.
Parent obtained the funds necessary to fund the acquisition through a combination of cash on hand and equity financing.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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The information set forth under Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
At the Effective Time, Mark J. Adler, M.D., Ian G. Banwell, Adam Dublin, Jennifer Hajj, Shahir Kassam-Adams, Alyssa Varadhan and Kristiina Vuori, M.D.,
Ph.D. each resigned from the board of directors of the Company (the “Board”) and from all committees of the Board on which they served, and Max Wygod remained as the sole director of the
Surviving Corporation.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws
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Pursuant to the terms of the Merger Agreement, on May 15, 2026, the Company’s articles of incorporation and bylaws were each amended and restated in
their entirety and, as so amended and restated, became the articles of incorporation and bylaws of the Surviving Corporation.
Copies of the amended and restated articles of incorporation and amended and restated bylaws are attached as Exhibits 3.1 and 3.2, respectively, to this
Current Report on Form 8-K and are incorporated herein by reference.
| Item 8.01 |
Other Events.
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On May 15, 2026, the Company issued a press release announcing the completion of the Offer and the consummation of the Merger. A copy of the press
release is attached as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits
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Exhibits.
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The Company hereby files or furnishes, as applicable, the following exhibits:
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Exhibit No.
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Description
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2.1*
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Agreement and Plan of Merger, dated as of April 2, 2026, by and among Forian Inc., 2025 Acquisition Company, LLC and Bravo Purchaser, Inc. (incorporated by reference to Exhibit 2.1 on the Current Report on Form
8-K, filed on April 3, 2026).
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3.1
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Amended and Restated Articles of Incorporation of Forian Inc.
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3.2
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Amended and Restated Bylaws of Forian Inc.
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99.1
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Press Release of Forian Inc., dated May 15, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit
or schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.
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.
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FORIAN INC.
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Dated: May 15, 2026
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By:
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/s/ Caroline McGrail
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Name:
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Caroline McGrail
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Title:
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General Counsel and Secretary
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Exhibit 99.1
Forian Inc. Announces Completion of Tender Offer and Closing of Merger
Forian is a Privately Held Company; Common Stock to be Delisted from Nasdaq
NEWTOWN, Pa., May 15, 2026 — Forian Inc. (Nasdaq:
FORA) (“Forian” or the “Company”), a provider of data analytics and information solutions, today announced the successful completion of the previously announced cash tender offer (the “Offer”) by Bravo Merger Sub, Inc. (“Merger Sub”), a Maryland
corporation and wholly owned subsidiary of 2025 Acquisition Company, LLC, a Delaware limited liability company (“Parent,” and together with Merger Sub, the “Buyer Parties”), to acquire all of the outstanding shares of Forian common stock not
already owned by the Buyer Parties at a price of $2.17 per share in cash, without interest and subject to any required tax withholding (the “Offer Price”).
The Offer expired as scheduled at one minute after 11:59 p.m., Eastern Time, on May 14, 2026 (the “Expiration Date”). Broadridge Corporate Issuer Solutions, LLC, the
depositary for the Offer (the “Depositary”), advised Parent that, as of the Expiration Date, a total of 6,444,415 shares of Forian common stock were validly tendered and not properly withdrawn pursuant to the Offer, which, together with the
21,991,929 shares (representing approximately 70% of the outstanding shares) already owned by the Buyer Parties prior to the Offer, satisfied the minimum condition required to consummate the Offer.
All conditions to the Offer having been satisfied, on May 15, 2026, Merger Sub accepted for payment all shares validly tendered and not properly withdrawn pursuant to the
Offer, and will promptly pay for such shares in accordance with the terms of the Offer. Following the acceptance of tendered shares, and pursuant to the Agreement and Plan of Merger, dated as of April 2, 2026 (the “Merger Agreement”), by and among
Forian, Parent and Merger Sub, Merger Sub merged with and into Forian (the “Merger”) in accordance with Section 3-106.1 of the Maryland General Corporation Law, without a vote of Forian’s stockholders, with Forian continuing as the surviving
corporation and becoming a wholly owned subsidiary of Parent.
Terms of the Merger
At the effective time of the Merger, each share of Forian common stock issued and outstanding immediately prior to the effective time (other than shares owned by Forian,
the Buyer Parties or any of their wholly owned subsidiaries) was automatically converted into the right to receive $2.17 per share in cash, without interest and subject to any required tax withholding — the same consideration paid in the Offer.
Delisting and Deregistration
As a result of the completion of the Merger, Forian’s common stock will cease trading on the Nasdaq Stock Market prior to market open on May 15, 2026. Forian has
requested that Nasdaq file a notification of delisting on Form 25 with the U.S. Securities and Exchange Commission (the “SEC”). Forian also intends to file a Form 15 with the SEC to terminate the registration of its common stock under the
Securities Exchange Act of 1934, as amended, and to suspend its reporting obligations thereunder as promptly as practicable.
About Forian
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 traditional and emerging life sciences and healthcare payer and provider segments and the financial services industry. Forian has industry leading expertise in acquiring, integrating, normalizing and
commercializing large scale healthcare data assets. Forian’s information products overlay sophisticated data management and data science capabilities on top of a comprehensive clinical data lake to identify unique relationships, create distinctive
information assets and generate proprietary insights. For more information, please visit the Company’s website at www.forian.com.
Cautionary Statements Regarding Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In this context, forward-looking statements often address expected future business and financial performance and financial condition, which may include GAAP and
non-GAAP financial measures, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions and variations or negatives of these words. Forward-looking statements
by their nature address matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees of future results, such as statements about future financial and operating results, company strategy and intended
product offerings and market positioning and plans and estimates. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ
materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place
undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, those risks and uncertainties associated with
operations, strategy and goals, our ability to execute on our strategy, and the additional risks and uncertainties set forth more fully under the caption “Risk Factors” in Forian’s most recently filed Annual Report on Form 10-K filed with the SEC,
and elsewhere in Forian’s filings and reports with the SEC. Forward-looking statements contained in this release are made as of the date hereof, and we undertake no duty to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as may be required under applicable law.
Media and Investor Contact:
forian.com/investors
ir@forian.com
267-225-6263
SOURCE: Forian Inc.
FAQ
What did Forian Inc. (FORA) announce in this 8-K filing?
Forian Inc. announced completion of a cash tender offer and subsequent merger, making it a wholly owned subsidiary of 2025 Acquisition Company, LLC, with shareholders receiving $2.17 per share in cash, subject to tax withholding.
What happens to Forian stock options and RSUs in this transaction?
Vested in-the-money options are canceled and converted into a cash payment based on $2.17 minus the exercise price. Vested RSUs and vested restricted stock receive $2.17 per share, while unvested RSUs and restricted stock convert into cash or new restricted shares on similar vesting terms.
Will Forian Inc. (FORA) remain listed on Nasdaq after the merger?
No. Forian requested Nasdaq to file Form 25 to delist its common stock, and trading on the Nasdaq Stock Market will cease. Forian also plans to file Form 15 to terminate registration and suspend its SEC reporting obligations.
Did the Forian (FORA) merger cause a change of control at the company?
Yes. Completion of the merger resulted in a change of control, with Forian becoming a wholly owned subsidiary of 2025 Acquisition Company, LLC. The prior board members resigned, and Max Wygod remained as the sole director of the surviving corporation.