Forian director exits in $2.17-per-share tender
Forian Inc. director Alyssa F. Varadhan reported the cash tender and cancellation of her equity in connection with the company’s merger.
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Form Type
4
Rhea-AI Filing Summary
Forian Inc. director Alyssa F. Varadhan reported the cash tender and cancellation of her equity in connection with the company’s merger. She disposed of 5,000 shares of common stock in a tender offer in which shareholders received $2.17 per share in cash.
On the same date, several stock option grants covering 15,000 shares each, with exercise prices ranging from $12.18 to $2.06 per share, were disposed of to the issuer under the merger terms. Vested options with exercise prices below $2.17 were converted into cash equal to the spread, while unvested or out-of-the-money options were cancelled without payment, leaving her with no reported remaining holdings or options.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Varadhan Alyssa F
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 15,000 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 15,000 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 15,000 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 15,000 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 15,000 | $0.00 | $0.00 |
| Tender Offer | Common Stock | 5,000 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (right to buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (3)
- F1. Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated April 2, 2026, by and between Forian Inc., a Maryland corporation (the "Issuer"), 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"), on May 15, 2026, Parent and Merger Sub completed a tender offer for the shares of the Issuer's common stock (the "Shares"). In exchange for each Share, tendering shareholders received $2.17 per Share (the "Offer Price"), payable in cash, without interest and subject to any applicable withholding taxes.
- F2. On May 15, 2026, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each vested stock option that had an exercise price per Share that was less than the Offer Price and that was outstanding as of immediately prior to the Effective Time was 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 option, multiplied by (ii) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Share under such option.
- F3. At the Effective Time, each stock option that was either (i) unvested or (ii) that had a per share exercise price per Share that was equal to or more than the Offer Price that was then outstanding and unexercised as of immediately prior to the Effective Time was cancelled without any consideration payable therefor.
Key Figures
Common shares disposed: 5,000 shares
Tender offer price: $2.17 per share
Option grant size: 15,000 shares
+3 more
6 metrics
Common shares disposed
5,000 shares
Tendered in cash offer on May 15, 2026
Tender offer price
$2.17 per share
Cash consideration for each common share
Option grant size
15,000 shares
Underlying shares per reported stock option grant
Highest option exercise price
$12.18 per share
Conversion/exercise price for one cancelled option grant
Lowest option exercise price
$2.06 per share
Conversion/exercise price for one cancelled option grant
Shares after transaction
0 shares
Total shares following transaction for common stock
Key Terms
Agreement and Plan of Merger, tender offer, Offer Price, Effective Time, +2 more
6 terms
Agreement and Plan of Merger regulatory
"Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated April 2, 2026..."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
tender offer financial
"Parent and Merger Sub completed a tender offer for the shares of the Issuer's common stock..."
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.
Offer Price financial
"In exchange for each Share, tendering shareholders received $2.17 per Share (the "Offer Price")..."
The offer price is the amount per share that a company or underwriter sets when selling new stock or bonds to investors, like the price tag on an item in a store. It matters because it determines how much investors must pay, shapes the initial market value of the security, and influences whether demand will be strong or weak — which affects early trading performance and potential returns.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each vested stock option..."
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
stock option financial
"each vested stock option that had an exercise price per Share that was less than the Offer Price..."
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
exercise price financial
"the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Share under such option."
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Forian (FORA) director Alyssa Varadhan report?
Alyssa F. Varadhan reported disposing of her Forian equity in connection with a merger. She tendered 5,000 common shares and had multiple stock option grants cancelled or cashed out under the merger’s terms, leaving no reported remaining holdings or options.
How were Alyssa Varadhan’s Forian stock options treated in the merger?
At the merger’s effective time, Varadhan’s vested options with exercise prices below $2.17 per share were cancelled and converted into cash equal to the spread. Unvested options or those with exercise prices at or above $2.17 were cancelled without any consideration payable.
What merger agreement led to the Forian (FORA) tender offer and option cancellation?
The equity changes stem from an Agreement and Plan of Merger dated April 2, 2026 among Forian Inc., 2025 Acquisition Company, LLC, and Bravo Merger Sub, Inc. The agreement provided for a $2.17-per-share tender offer and subsequent merger with Forian surviving as a wholly owned subsidiary.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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