Forian Inc SEC Filings

Forian Inc. has been the target of a cash tender offer by Bravo Merger Sub, Inc., a subsidiary of 2025 Acquisition Company, LLC, to purchase all issued and outstanding common shares for $2.17 per Share. The Offer to Purchase is dated April 16, 2026 and is filed on Schedule TO. According to the filing, there were 31,241,760 Shares issued and outstanding as of March 31, 2026.

The tender does not include Shares already owned by the buyer parties (the "Excluded Shares") and is being made on the terms set forth in the Offer to Purchase and the Letter of Transmittal, each incorporated by reference. The Agreement and Plan of Merger dated April 2, 2026 is attached as an exhibit and governs the back-end merger mechanics.

Forian Inc.’s largest shareholder group has reorganized its holdings through a new Contribution Agreement. Max C. Wygod, Emily Bushnell and related Wygod family trusts contributed all of their Forian common shares to a holding entity referred to as Parent, receiving an equivalent number of Parent common units.

Following this internal restructuring, the reporting persons are deemed to beneficially own 21,991,929 Forian shares, representing 70.5% of the company’s common stock based on 31,208,751 shares outstanding as of March 25, 2026. Voting and dispositive power over these shares is reported as shared among the group members.

Forian Inc. investors led by 2025 Acquisition Company, LLC and related trusts, funds and individuals have filed Amendment No. 3 to their Schedule 13D, reporting collective beneficial ownership of 21,991,929 shares of common stock, or 70.5% of Forian, based on 31,208,751 shares outstanding as of March 25, 2026.

On April 15, 2026, these shareholders entered into a Contribution Agreement under which each contributor transferred all of their Forian shares to a holding entity referred to as Parent in exchange for an equal number of Parent common units. As a result, Parent now holds the shares, and each contributor is deemed to beneficially own the full amount held by Parent, subject to individual disclaimers of beneficial ownership where noted.

The filing also adds several new investors, including Stephen Rich, Kerry Smith, Bradley Khouri, Joe Luter and The Trustees of Union College, to the existing shareholder Consortium. Due to the Consortium Agreement, its members may be deemed to form a group under Section 13(d)(3), collectively reporting the 70.5% stake while expressly disclaiming beneficial ownership of shares beyond those each has individually reported.

Forian Inc. is the target of a planned cash tender offer by 2025 Acquisition Company, LLC and its subsidiary Bravo Merger Sub, Inc. pursuant to an Agreement and Plan of Merger dated April 2, 2026. The announcement states the tender offer has not commenced and that formal tender offer materials (Schedule TO) and the company’s Solicitation/Recommendation Statement (Schedule 14D-9) will be filed at commencement. Shareholders are urged to read those documents when available; materials will be posted free on the SEC website and provided at no charge.

Forian Inc. has entered into a definitive merger agreement under which a consortium-led vehicle, 2025 Acquisition Company, LLC, will acquire Forian through a tender offer followed by a merger. Each outstanding common share will be converted into the right to receive $2.17 in cash, without interest and subject to tax withholding.

The filing details an amended consortium agreement, adds new consortium members, and describes an equity commitment letter under which a Wygod/Bushnell family trust has committed up to $5.5 million of equity funding to support closing payments. Completion of the offer and subsequent merger is subject to customary conditions, including a minimum tender of more than 50% of outstanding shares and the absence of a continuing Company Material Adverse Effect.

Forian Inc. is the subject of a planned going-private cash merger led by a consortium affiliated with Max Wygod. The reporting persons, including Max C. Wygod, Emily Bushnell and Wygod family trusts, report beneficial ownership stakes such as 12.4% and 11% of Forian’s common stock.

On April 2, 2026, a special purpose vehicle affiliated with Max Wygod and Bravo Merger Sub, Inc. signed a Merger Agreement with Forian. After a tender offer, Forian will merge into the buyer group and become a wholly owned subsidiary, with each outstanding share (other than specified excluded shares) converted into the right to receive $2.17 in cash per share, subject to appraisal rights and tax withholding.

A Wygod family trust committed up to $5,500,000 of equity financing to fund the closing payments. Closing is conditioned on more than 50% of shares being tendered (including existing buyer holdings), the accuracy of certain representations, Forian’s compliance with covenants, absence of a continuing Company Material Adverse Effect, and no blocking court orders.

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.

Forian Inc. provides data science-driven information and analytics solutions for life sciences, healthcare and financial services customers, using a large HIPAA-compliant, longitudinal U.S. health data repository sold mainly via multi-year subscriptions. The company expanded into financial services through its acquisition of Kyber Data Science in 2024.

Forian completed a redomiciliation from Delaware to Maryland in January 2026 without changing its operations, management, assets or liabilities. The business depends heavily on third-party data suppliers, some of which have reduced or are winding down data licensing, which could affect future solutions.

The company discloses a material weakness in internal control over financial reporting related to revenue recognition under ASC 606 as of December 31, 2025 and plans remediation. Forian emphasizes cybersecurity governance, maintains SOC 2 coverage, and reports no material cybersecurity incidents to date. As of March 27, 2026, it had 50 full-time employees and approximately 31.2 million common shares outstanding.

Forian Inc. reported strong growth in fourth quarter and full year 2025 results. Full year 2025 revenue was $30,256,919, up from $20,153,263 in 2024, while net loss narrowed to $2,874,042 from $3,771,070. Adjusted EBITDA improved to $840,408 from $489,134, reflecting better underlying profitability.

In the fourth quarter, revenue rose to $7,962,480 from $5,812,472, but the company posted a net loss of $1,821,752 versus net income of $199,711 a year earlier, and negative Adjusted EBITDA of $170,531 versus positive $120,599. As of December 31, 2025, cash and cash equivalents were $12,903,760, total assets were $44,130,895, and total liabilities were $14,352,147, leaving stockholders’ equity of $29,778,748.