Consortium to Take Forian (NASDAQ: FORA) Private at $2.17 Per Share
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Forian Inc. agreed to be acquired by a consortium led by its CEO in an all-cash transaction at $2.17 per share via a tender offer, valuing the company’s equity at approximately $68 million and returning it to private ownership.
The offer price represents a premium of about 22.6% to Forian’s unaffected closing share price on August 22, 2025. A subsidiary of 2025 Acquisition Company, LLC will launch a tender offer, initially open for 20 business days and extendable under specified conditions, including satisfaction of a “Minimum Condition” requiring more than 50% of outstanding shares to be tendered.
After the tender offer, a merger will cash out remaining public shares at the same price, and Forian’s stock will be delisted from Nasdaq. The board, following the unanimous recommendation of a Special Committee of independent directors, unanimously approved the deal and recommends stockholders tender their shares. The agreement includes a $1.5 million termination fee plus up to $1.25 million in expense reimbursement in certain termination scenarios and is not subject to a financing condition.
Positive
- Cash premium for stockholders: Public holders are offered $2.17 per share in cash, valuing Forian at about $68 million and representing a premium of roughly 22.6% to the unaffected August 22, 2025 share price.
- Financing certainty: Consortium members signed a commitment letter to fund the purchase price and related amounts, and the transaction is explicitly not subject to a financing condition.
Negative
- Loss of public listing: After completion of the tender offer and merger, Forian will become a private company and its common stock will no longer be listed or traded on the Nasdaq Stock Market.
- Deal execution and break-fee risk: Closing remains subject to the Minimum Condition and other conditions, and in certain termination scenarios the company must pay a $1.5 million termination fee plus up to $1.25 million of reimbursable expenses.
Insights
Forian agreed to a go-private cash deal at a 22.6% premium.
The transaction offers public stockholders $2.17 per share in cash, valuing equity at about $68 million. A consortium led by the CEO and senior executives will fund the deal, supported by a commitment letter, and there is no financing condition.
A Special Committee of independent directors, advised by separate financial and legal advisors, unanimously recommended the merger, and the full board unanimously approved it. That structure is typical for a management-led buyout and is designed to address conflicts when insiders are buyers.
Completion depends on the tender offer’s Minimum Condition—more than 50% of shares outstanding—and other closing conditions, with an End Date six months after April 2, 2026. The agreement includes a $1.5 million termination fee and up to $1.25 million in expense reimbursement for specified scenarios, so deal failure could still carry costs for the company.
8-K Event Classification
3 items: 1.01, 8.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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 per share: $2.17 per share
Equity value: $68 million
Offer premium: 22.6%
+4 more
7 metrics
Offer price per share
$2.17 per share
Cash tender offer consideration for each eligible Forian common share
Equity value
$68 million
Approximate total equity value implied by the all-cash transaction
Offer premium
22.6%
Premium to unaffected closing share price on August 22, 2025
Termination fee
$1.5 million
Cash termination fee payable to parent in specified termination events
Expense reimbursement cap
$1.25 million
Maximum documented out-of-pocket expenses reimbursable to parent
Initial offer period
20 business days
Initial open period for the tender offer after commencement
End Date
6 months post April 2, 2026
Outside date if Acceptance Time has not occurred by then
Key Terms
tender offer, Minimum Condition, Superior Offer, Adverse Recommendation Change, +2 more
6 terms
tender offer financial
"Purchaser will commence a tender offer to acquire all of the outstanding shares"
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.
Minimum Condition financial
"would represent at least one more Share than 50% of the total number of Shares outstanding"
Superior Offer financial
"that such acquisition proposal constitutes or would reasonably be expected to lead to a Superior Offer"
Adverse Recommendation Change financial
"each such foregoing action or failure to act, an “Adverse Recommendation Change”"
Schedule 13E-3 regulatory
"the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 and a Schedule 13E-3 transaction statement"
Schedule 13E-3 is a formal SEC filing that companies or their insiders must submit when proposing a buyout that would take a public company private or is otherwise a management-led purchase. It lays out who is behind the deal, the money and terms involved, any potential conflicts of interest, and independent fairness analysis so shareholders can assess whether the offer is fair—like the rulebook and disclosure packet you’d get before agreeing to sell your home.
go-private transaction financial
"providing for Forian to be acquired, in an all-cash transaction, by an entity affiliated with a consortium"
A go-private transaction is when a company’s publicly traded shares are bought so the business is no longer listed on a stock exchange and becomes privately owned. For investors this matters because it typically ends public trading of the stock, often pays existing shareholders a cash or stock buyout (like selling a house to a private buyer), and changes the company’s reporting, oversight and liquidity — meaning you may lose easy ways to sell your shares and face different risks and potential rewards.
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): April 2, 2026
(Exact Name of Registrant as Specified in Charter)
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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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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 1.01 |
Entry into a Material Definitive Agreement.
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On April 2, 2026, Forian Inc., a Maryland corporation (the “Company” or “Forian”), 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, Purchaser will (and Parent will cause Purchaser to)
commence a tender offer (the “Tender Offer”) no later than ten (10) business days after the date of the Merger Agreement, to acquire all of the outstanding shares (the “Shares”) of common stock of the Company, par value $0.001 per share (“Company Common Stock”), at an offer price of $2.17 per Share
in cash (the “Tender Offer Consideration”), without interest and subject to any applicable withholding taxes. The Tender Offer will initially remain open for 20 business days following the
commencement of the Tender Offer (the “Initial Expiration Date”). Purchaser may extend the Tender Offer: (i) if on the then-scheduled expiration date, any of the offer conditions (other
than the Minimum Condition (as defined below)) have not been satisfied and have not been waived, or the Minimum Condition has not been satisfied and an acquisition proposal has been received by or publicly announced with respect to the Company and
not withdrawn, for one or more occasions in consecutive increments of up to ten (10) business days each (or such longer period as may be agreed by the Company and Parent) in order to permit the satisfaction of such offer conditions; (ii) for the
minimum period required by applicable law, interpretation or position of the SEC, the staff thereof or the Nasdaq Stock Market LLC applicable to the Tender Offer; and (iii) at the request of the Company, if any offer condition (other than the
Minimum Condition) has not been satisfied and has not been waived and the Minimum Condition has not been satisfied, for one or more occasions in consecutive increments of up to ten (10) business days each (or such longer period as may be agreed by
the Company and Parent). In addition, if each offer condition other than the Minimum Condition has been satisfied or waived, Purchaser shall extend the Tender Offer on up to two consecutive occasions, for up to ten (10) business days per extension
(or such longer period as may be agreed by the Company and Parent), to permit the Minimum Condition to be satisfied; provided, however, that in no event shall Purchaser be required to extend the Tender Offer beyond the earlier of (x) the valid
termination of the Merger Agreement and (y) the End Date (as defined below).
The obligation of Purchaser to accept for payment and acquire any Shares validly tendered and not validly withdrawn pursuant to the Tender Offer (the
time of such acceptance for payment, the “Acceptance Time”) is subject to the satisfaction or waiver of certain closing conditions as set
forth in the Merger Agreement, including there being validly tendered and not validly withdrawn (excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” (as such term is defined in Section
3-106.1(a)(5) of the Maryland General Corporation Law (the “MGCL”)) a number of Shares that, considered together with all other Shares
(if any) then beneficially owned by Parent or any of its wholly owned subsidiaries (including Purchaser), would represent at least one more Share than 50% of the total number of Shares outstanding at the time of the expiration of the Tender Offer
(the “Minimum Condition”). In addition, the Merger Agreement contains a closing condition that caps the transaction expenses incurred by
the Company. Parent and Purchaser’s obligations to consummate the transactions contemplated by the Merger Agreement are not subject to any financing condition.
Following the completion of the Tender Offer, and subject to the terms and conditions of the Merger Agreement, Purchaser will merge with and into the
Company (the “Merger”) pursuant to Section 3-106.1(c) of the MGCL, with the Company continuing as the surviving corporation in the
Merger. At the effective time of the Merger (the “Effective Time”), each Share (other than (i) Shares held by Parent, Purchaser or any
other direct or indirect wholly owned subsidiary of Parent, (ii) Shares held by any direct or indirect wholly-owned subsidiary of the Company and (iii) any Dissenting Shares (as defined in the Merger Agreement)) will be converted into the right
to receive the Tender Offer Consideration, without interest and subject to any applicable withholding taxes. The Merger Agreement also specifies the treatment of the Company’s outstanding equity awards in connection with the Merger.
The Merger Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature. From the date of the
Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, except as permitted by certain exceptions, the Company has agreed to operate its business in the ordinary course and has agreed to certain other
operating covenants, as set forth more fully in the Merger Agreement.
The Company has also agreed to customary “no-shop” restrictions on its ability to solicit acquisition proposals from third parties and engage in
discussions or negotiations with third parties regarding acquisition proposals.
Notwithstanding these restrictions, the Company may under certain circumstances provide information with respect to the Company to and participate in
discussions or negotiations with third parties with respect to an unsolicited bona fide written acquisition proposal if the special committee of the board of directors of the Company (the “Company Board”) (such special committee, the “Special Committee”) has determined in good faith, (A) after consultation with its financial advisors and outside legal counsel, that such acquisition proposal
constitutes or would reasonably be expected to lead to a Superior Offer (as defined in the Merger Agreement) and (B) after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the standard
of conduct applicable to directors under applicable law. The Merger Agreement also requires that the Company Board recommend that the stockholders of the Company accept the Tender Offer and tender their Shares to Purchaser pursuant to the Tender
Offer and subject to the terms of the Merger Agreement (the “Company Board Recommendation”) and that the Company Board not, among other
things, (i) (A) withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board
Recommendation; (B) fail to include the Company Board Recommendation in the Company’s Schedule 14D-9 to be filed with the SEC; or (C) adopt, approve, recommend or declare advisable, or resolve, agree or publicly propose to adopt, approve,
recommend or declare advisable, any acquisition proposal (each such foregoing action or failure to act, an “Adverse Recommendation Change”), or (ii) cause or permit the Company or any of its subsidiaries to enter into any contract with respect to, or that would reasonably
be expected to lead to, any acquisition proposal. Notwithstanding these restrictions, the Company Board (acting upon the recommendation of the Special Committee) is permitted, prior to the Acceptance Time and subject to the terms and conditions
set forth in the Merger Agreement, to (i) effect an Adverse Recommendation Change if a Change in Circumstance (as defined in the Merger Agreement) has occurred and if the Special Committee determines in good faith, after consultation with outside
legal counsel, that the failure to take such action would be inconsistent with the standard of conduct applicable to directors under applicable law or (ii) effect an Adverse Recommendation Change or terminate the Merger Agreement in response to
the receipt of an unsolicited bona fide acquisition proposal that did not result from a material breach of the Company’s “no-shop” restrictions under the
Merger Agreement if the Special Committee determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the standard of conduct applicable to directors under applicable
law and, after consultation with its financial advisors and outside legal counsel, that the acquisition proposal constitutes a Superior Offer, subject in each case to certain matching rights in favor of Parent.
The Merger Agreement includes a remedy of specific performance for the parties thereto. The Merger Agreement also includes customary termination
provisions for both the Company and Parent and provides that, in connection with the termination of the Merger Agreement under specified circumstances, including (i) by either the Company or Parent if the Acceptance Time has not occurred on or
prior to the date that is six (6) months following the date of the Merger Agreement (the “End Date”), (ii) termination by the Company if the Company Board (acting upon the recommendation
of the Special Committee) authorizes the Company prior to the Acceptance Time to enter into a definitive agreement providing for a Superior Offer, or (iii) termination by Parent following a Company Adverse Change Recommendation, the Company will be
required to pay to Parent a termination fee in an amount in cash equal to $1,500,000 (the “Company Termination Fee”) and reimburse Parent for all documented out-of-pocket expenses in an
amount not to exceed $1,250,000 (the “Parent Expense Reimbursement”). In certain other termination scenarios, the Company will be required to pay the Parent Expense Reimbursement (without
the Company Termination Fee).
The Company Board, acting upon the unanimous recommendation of the Special Committee, has unanimously (i) determined and declared that the transactions
contemplated by the Merger Agreement, including the Tender Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders, (ii) determined that the Merger will be effected under Section 3-106.1(c) and
other relevant provisions of the MGCL, (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Tender Offer and the Merger, and
(iv) resolved to make the Company Board Recommendation.
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, which is filed as Exhibit 2.1 hereto and which is incorporated herein by reference.
The Merger Agreement has been filed to provide information to investors regarding its terms. The Merger Agreement is not intended to provide any other
factual information about the Company, Parent or Purchaser, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Tender Offer, the Merger or the other transactions
contemplated therein. The Merger Agreement and this summary should not be relied upon as disclosure about the Company, Parent or Purchaser. None of the Company’s stockholders or any other third parties should rely on the representations, warranties
and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Parent, Purchaser or any of their respective subsidiaries or affiliates. The Merger Agreement contains representations and
warranties that are the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are qualified
in important part by confidential disclosure schedules delivered by the Company to Parent and Purchaser in connection with the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement may be subject to a
contractual standard of materiality different from what might be viewed as material to stockholders or investors or may have been used for the purpose of allocating risk between the parties to the Merger Agreement instead of establishing these
matters as facts. Accordingly, investors should consider the information in the Merger Agreement in conjunction with the entirety of the factual disclosure about the Company in the Company’s public reports filed with the SEC. Information concerning
the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
| Item 8.01 |
Other Events.
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On April 3, 2026, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached as
Exhibit 99.1 and incorporated herein by reference.
Additional Information About the Transaction and Where to Find It
The tender offer described in this communication has not yet commenced. This communication is neither an offer to purchase nor a solicitation of an offer to sell any
securities of the Company. The solicitation and the offer to purchase shares of the Company’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other
related materials that Parent and Purchaser intend to file with the SEC. In addition, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 and a Schedule 13E-3 transaction statement, in each case with respect
to the tender offer.
Once filed, investors will be able to obtain a free copy of these materials and other documents filed by Parent, Purchaser and the Company with the SEC at the website
maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by the Company under the “Investors” section of the Company’s website at www.forian.com/investors.
INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE OFFER TO PURCHASE AND THE
SOLICITATION/RECOMMENDATION STATEMENT AND THE SCHEDULE 13E-3 TRANSACTION STATEMENT OF THE COMPANY, AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN
THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K 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. In this context, forward-looking statements often address expected future business and financial performance and often contain words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “will,” “would,” “target,” and similar expressions. 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, including statements about the potential transaction with the Consortium, future financial and operating results, and company strategy. These forward-looking statements reflect management’s good faith judgment based on
facts and factors currently known to management. We caution investors not to place undue reliance on any such forward-looking statements.
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. Important factors that could cause actual results to differ materially include, but are not limited to: (i) the satisfaction or waiver of closing conditions to the potential
transaction with the Consortium in the anticipated timeframe or at all; (ii) uncertainty as to how many of the Company’s stockholders will tender their shares in the tender offer and the possibility that the acquisition does not close; (iii) the
risk that the potential transaction disrupts current plans and operations or diverts management’s attention from ongoing business operations and makes it more difficult to maintain business and operational relationships; (iv) the risk that the
anticipated benefits and synergies of the potential transaction, including expected synergies, will not be realized or will take longer to realize than expected; (v) the magnitude of transaction costs associated with the potential transaction; and
(vi) those additional risks and uncertainties set forth more fully under the caption “Risk Factors” in the Company’s most recently filed Annual Report on Form 10-K filed with the SEC, and elsewhere in the Company’s filings and reports with the SEC.
Forward-looking statements necessarily involve assumptions that, if they never materialize or prove correct, could cause actual results to differ materially from those expressed or implied by such forward-looking statements. 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.
| 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.
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99.1
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Press Release of Forian Inc., dated April 3, 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: April 3, 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.
Enters into Definitive Agreement to Become a Private Company
• All-Cash Transaction
• Forian Stockholders to Receive $2.17 per Share in Cash
Newtown, PA, April 3, 2026 (NEWMEDIAWIRE) – Forian Inc. (Nasdaq: FORA) (“Forian” or the “Company”), a leading provider of data analytics and information solutions, today announced that it has entered into a definitive merger
agreement (the “Merger Agreement”) providing for Forian to be acquired, in an all-cash transaction, by an entity affiliated with a consortium of investors led by Max Wygod, Chairman and Chief Executive Officer, together with certain other senior
executives and existing stockholders of the Company (collectively, the “Consortium”). The all-cash transaction values the Company’s equity at approximately $68 million and will enable the Company to return to private ownership.
Under the terms of the Merger Agreement, Forian stockholders, other than shares held by members of the Consortium and their respective affiliates, will receive $2.17 per
share in cash, representing a premium of approximately 22.6% to Forian’s unaffected closing price per share as of August 22, 2025.
Concurrent with entering into the Merger Agreement, members of the Consortium have entered into a commitment letter pursuant to which they have committed to provide the
funding necessary to pay the cash consideration in respect of the transaction and certain other amounts required to be paid under the terms of the Merger Agreement. The transaction is not subject to a financing condition.
Also concurrent with entering into the Merger Agreement, members of the Consortium have entered into an amendment to the agreement entered into by members of the
Consortium on August 25, 2025, pursuant to which, among other things, members of the Consortium have agreed to take certain actions in furtherance of the transaction.
Forian will continue to be led by Chairman and Chief Executive Officer Max Wygod and the Company’s current leadership team following the completion of the transaction.
Transaction Details
The transaction was unanimously approved by the Forian Board of Directors, acting upon the unanimous recommendation of a Special Committee of disinterested and
independent directors (the “Special Committee”), which was formed on August 25, 2025, in response to the Consortium’s initial non-binding proposal and was advised by independent financial and legal advisors throughout the process. The transaction
is expected to close in the second quarter of 2026, subject to the satisfaction of the minimum tender condition and other closing conditions set forth in the Merger Agreement. The Forian Board of Directors unanimously recommends that all
stockholders tender their shares into the offer.
Upon closing of the transaction, Forian will be a private company and its common stock will no longer be listed or traded on the Nasdaq Stock Market or any public
exchange. Following the close of the transaction, the Company will continue to maintain its headquarters in Newtown, Pennsylvania and will continue to operate under the Forian name and brand.
Advisors
Houlihan Lokey Capital, Inc. served as independent financial advisor to the Special Committee. Potter Anderson & Corroon LLP served as independent legal counsel to
the Special Committee, and Miles & Stockbridge PC served as independent Maryland legal counsel to the Special Committee. Duane Morris LLP served as outside legal counsel to the Company.
Allen Overy Shearman Sterling US LLP served as legal counsel to the Consortium, Abrams & Bayliss LLP served as Delaware counsel to the Consortium, and Venable LLP
served as Maryland counsel to the Consortium.
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. 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. In this context, forward-looking statements often address expected future business and financial performance and often contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “will,” “would,” “target,” and similar expressions. 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,
including statements about the potential transaction with the Consortium, future financial and operating results, and company strategy. These forward-looking statements reflect management’s good faith judgment based on facts and factors currently
known to management. We caution investors not to place undue reliance on any such forward-looking statements.
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. Important factors that could cause actual results to differ materially include, but are not limited to: (i) the satisfaction or waiver of closing conditions to the potential
transaction with the Consortium in the anticipated timeframe or at all; (ii) uncertainty as to how many of Forian’s stockholders will tender their shares in the tender offer and the possibility that the acquisition does not close; (iii) the risk
that the potential transaction disrupts current plans and operations or diverts management’s attention from ongoing business operations and makes it more difficult to maintain business and operational relationships; (iv) the risk that the
anticipated benefits and synergies of the potential transaction, including expected synergies, will not be realized or will take longer to realize than expected; (v) the magnitude of transaction costs associated with the potential transaction; and
(vi) those 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 necessarily involve assumptions that, if they never materialize or prove correct, could cause actual results to differ materially from those expressed or implied by such forward-looking statements. 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.
Additional Information About the Transaction and Where to Find It
The tender offer described in this communication has not yet commenced. This communication is neither an offer to purchase nor a solicitation of an offer to sell any
securities of the Company. The solicitation and the offer to purchase shares of the Company’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other
related materials that 2025 Acquisition Company, LLC (“Parent”) and Bravo Merger Sub, Inc. (“Purchaser”) intend to file with the SEC. In addition, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 and a
Schedule 13E-3 transaction statement, in each case with respect to the tender offer. Once filed, investors will be able to obtain a free copy of these materials and other documents filed by Parent, Purchaser and the Company with the SEC at the
website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by the Company under the “Investors” section of the Company’s website at forian.com/investors. INVESTORS
AND STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE OFFER TO PURCHASE AND THE SOLICITATION/RECOMMENDATION STATEMENT AND THE SCHEDULE 13E-3 TRANSACTION STATEMENT OF THE COMPANY, AND ANY
AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER
OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.
Media and Investor Contact
forian.com/investors
ir@forian.com
267-225-6263
SOURCE: Forian Inc.
FAQ
What is Forian (FORA) being acquired for in this go-private transaction?
Forian will be acquired in an all-cash deal valuing its equity at about $68 million. Public stockholders receive $2.17 per share in cash, which the company states is a premium of roughly 22.6% to the unaffected August 22, 2025 closing price.
How will the Forian (FORA) acquisition be structured for stockholders?
The acquisition uses a tender offer followed by a back-end merger. A subsidiary of 2025 Acquisition Company, LLC will offer $2.17 per share in cash; after the tender, remaining eligible shares will be converted into the same cash consideration at the merger’s effective time.
Who is leading the consortium acquiring Forian (FORA)?
The buying consortium is led by Max Wygod, Forian’s Chairman and Chief Executive Officer, along with certain other senior executives and existing stockholders. They formed or are affiliated with the acquiring entity and have committed funding through a consortium commitment letter described in the announcement.
What conditions must be met for the Forian (FORA) tender offer to close?
A key condition is the Minimum Condition, requiring more than 50% of outstanding shares to be validly tendered and not withdrawn. Other customary conditions apply, and the agreement includes an End Date six months after April 2, 2026 if the Acceptance Time has not occurred.
Will Forian (FORA) remain listed on Nasdaq after the merger closes?
No. After the tender offer and subsequent merger close, Forian will become a private company. All eligible public shares will be converted into $2.17 in cash, and the company’s common stock will be delisted from the Nasdaq Stock Market and cease public trading.
Are there termination fees associated with the Forian (FORA) merger agreement?
Yes. In specified termination circumstances, Forian must pay a $1.5 million termination fee and reimburse the parent’s documented out-of-pocket expenses up to $1.25 million. In certain other scenarios, only the expense reimbursement obligation, without the termination fee, would apply.