Buyer launches $2.17/share tender for Forian (FORA) in going-private deal

Rhea-AI Filing Summary

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.

Insights

M&A Transaction Analyst

Buyer files a cash tender offer at $2.17 per share to acquire all outstanding common stock.

The filing shows a going-private transaction structure: a public tender offer dated April 16, 2026 and a related Merger Agreement dated April 2, 2026. The offer price is $2.17 per Share, and the public float reported is 31,241,760 Shares as of March 31, 2026.

Key dependencies include acceptance levels, any conditions in the Offer to Purchase (including financing conditions referenced in the filing), and treatment of Excluded Shares. Subsequent tender results and any satisfaction or waiver of sale conditions will determine whether the merger proceeds to closing.

Corporate Finance Specialist

Transaction is cash-funded with an attached Equity Commitment Letter and contribution agreements noted.

The Schedule TO references an Equity Commitment Letter and a Contribution Agreement among buyers and certain shareholders (exhibits cited). The Offer to Purchase includes sections on "Source and Amount of Funds" and "Fees and Expenses," indicating disclosed financing arrangements.

Investors will watch the Offer to Purchase sections for any financing conditions or termination rights and the tender acceptance thresholds required to effect the merger.

Key Figures

Offer price: $2.17 per Share Shares outstanding: 31,241,760 Shares Merger agreement date: April 2, 2026 +2 more

5 metrics

Offer price $2.17 per Share Offer to Purchase dated April 16, 2026

Shares outstanding 31,241,760 Shares as of March 31, 2026

Merger agreement date April 2, 2026 Agreement and Plan of Merger attached as Exhibit (d)(2)

Offer to Purchase date April 16, 2026 Offer materials incorporated into Schedule TO

Excluded Shares Not quantified Shares owned by buyer parties at commencement (Excluded Shares referenced)

Key Terms

Schedule TO, Tender Offer, Agreement and Plan of Merger, Excluded Shares

4 terms

Schedule TO regulatory

"This Tender Offer Statement on Schedule TO is filed by (i) Bravo Merger Sub, Inc."

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Tender Offer financial

"This Schedule TO relates to the offer by the Buyer Parties to purchase all of the issued and 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.

Agreement and Plan of Merger legal

"The Agreement and Plan of Merger, dated as of April 2, 2026, by and among the Buyer Parties and the Company"

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.

Excluded Shares financial

"The Offer does not include an offer to purchase any Shares owned by the Buyer Parties as of the commencement of the Offer"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

FORIAN INC.

(Name of Subject Company)

BRAVO MERGER SUB, INC.

a wholly owned subsidiary of

2025 ACQUISITION COMPANY, LLC

(Names of Filing Persons (Offerors))

Common Stock, $0.001 par value per share

(Title of Class of Securities)

34630N106

(CUSIP Number of Class of Securities)

Max Wygod

Chief Executive Officer

Forian Inc.

41 University Drive, Suite 400

Newtown, PA

18940

Tell: (267) 225-6263

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of Filing Persons)

With a copy to:

Creighton Condon

Allen Overy Shearman & Sterling US LLP

599 Lexington Ave.,

New York, NY 10022

(212) 848-7628

 ☐
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:  Not applicable			Filing Party:  Not applicable
Form or Registration No.: Not applicable			Date Filed:   Not applicable

 ☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒
third-party tender offer subject to Rule 14d-1.

 ☐
issuer tender offer subject to Rule 13e-4.

☒
going-private transaction subject to Rule 13e-3.

 ☐
amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 ☐
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 ☐
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Tender Offer Statement on Schedule TO (together with any exhibits and annexes attached hereto, this “Schedule TO”) is filed by (i) Bravo Merger Sub, Inc., a Maryland corporation (“Merger Sub”) and a direct wholly-owned subsidiary of 2025 Acquisition Company, LLC, a Delaware limited liability company (“Parent,” and together with Merger Sub, the “Buyer Parties”), and (ii) Parent. This Schedule TO relates to the offer by the Buyer Parties to purchase all of the issued and outstanding shares (each, a “Share” and collectively, the “Shares”) of common stock, par value $0.001 per share, of Forian Inc., a Maryland corporation (the “Company”), for $2.17 per Share, payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law, and on the terms and subject to the conditions set forth in the Offer to Purchase, dated April 16, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” and together with the Offer to Purchase and other related materials, as each may be amended and supplemented from time to time, the “Offer”), copies of which are attached to this Schedule TO as Exhibits (a)(1)(a) and (a)(1)(b), respectively. The Offer does not include an offer to purchase any Shares owned by the Buyer Parties as of the commencement of the Offer (the “Excluded Shares”). Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase, including all schedules and annexes to the Offer to Purchase, is hereby expressly incorporated in this Schedule TO by reference in response to Items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO. The Agreement and Plan of Merger, dated as of April 2, 2026 (as it may be amended, restated or supplemented from time to time, the “Merger Agreement”), by and among the Buyer Parties and the Company, a copy of which is attached as Exhibit (d)(2) to this Schedule TO, is incorporated in this Schedule TO by reference with respect to Items 4 through 9 and Item 11 of this Schedule TO.

Item 1. Summary Term Sheet.

The information set forth in the section “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information.

(a) Name and Address. The subject company and issuer of the securities subject to the Offer is the Company. Its principal executive office is located at 41 University Drive, Suite 400, Newtown, Pennsylvania, 18940 and its telephone number is (267) 225-6263.

(b) Securities. This Schedule TO relates to the Company’s shares of common stock, par value $0.001 per share, other than the Excluded Shares. According to the Company, as of March 31, 2026, there were 31,241,760 Shares issued and outstanding.

(c) Trading Market and Price. The information concerning the principal market in which the Shares are traded, and certain high and low sales prices for the Shares in that principal market, is set forth in “The Tender Offer—Section 6—Price Range of Shares; Dividends on the Shares” of the Offer to Purchase and is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a)-(c) Name and Address; Business and Background of Entities; and Business and Background of Natural Persons. The information set forth in the sections “Summary Term Sheet,” “Introduction,” “The Tender Offer—Section 8—Certain Information Concerning Parent and Merger Sub,” and in Schedule I of the Offer to Purchase is incorporated herein by reference.

Item 4. Terms of the Transaction.

(a) Material Terms. The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a) Transactions. The information set forth in the sections “Summary Term Sheet,” “Introduction,” and “Special Factors and Other Relevant Information—Section 1—Background of the Offer.”

(b) Significant Corporate Events. The information set forth in the sections “Summary Term Sheet,” “Introduction,” “Special Factors and Other Relevant Information—Section 1—Background of the Offer,” “Special Factors and Other

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Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Forian,” “The Tender Offer—Section 8—Certain Information Concerning Parent and Merger Sub,” and “The Tender Offer—Section 10—The Merger Agreement; Other Agreements” of the Offer to Purchase is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) Purposes. The information set forth in the section “Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Forian” of the Offer to Purchase is incorporated herein by reference.

(c)(1)-(7) Plans. The information set forth in the sections “Summary Term Sheet,” “Introduction,” “Special Factors and Other Relevant Information—Section 1—Background of the Offer,” “Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Forian,” “The Tender Offer—Section 4—Certain Effects of the Offer,” “The Tender Offer—Section 10—The Merger Agreement; Other Agreements” and “The Tender Offer—Section 11—Dividends and Distributions” of the Offer to Purchase is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

(a)-(b) and (d). Source of Funds; Conditions; and Borrowed Funds. The information set forth in the sections “Summary Term Sheet,” “Special Factors and Other Relevant Information—Section 1—Background of the Offer,” “The Tender Offer—Section 9—Source and Amount of Funds” and “The Tender Offer—Section 14—Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

(a) Securities Ownership. The information set forth in the section “Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Forian,” “The Tender Offer—Section 8—Certain Information Concerning Parent and Merger Sub” and “The Tender Offer—Section 10—The Merger Agreement; Other Agreements” of the Offer to Purchase is incorporated herein by reference.

(b) Securities Transactions. The information set forth in the section “The Tender Offer—Section 10—The Merger Agreement; Other Agreements” of the Offer to Purchase is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations. The information set forth in the sections “Introduction” “Special Factors and Other Relevant Information—Section 1—Background of the Offer,” “The Tender Offer—Section 3—Procedures for Accepting the Offer and Tendering Shares, and “The Tender Offer—Section 14—Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

Item 10. Financial Statements.

Not applicable.

Item 11. Additional Information.

(a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in the sections “Special Factors and Other Relevant Information—Section 2—Purpose of the Offer; Going Private Transactions; Plans for Forian” “The Tender Offer—Section 4— Certain Effects of the Offer,” “The Tender Offer—Section 8—Certain Information Concerning Parents and Merger Sub,” and “The Tender Offer—Section 10—The Merger Agreement; Other Agreements” of the Offer to Purchase is incorporated herein by reference.

(c) The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.

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Item 12. Exhibits.

(a)(1)(A)			Offer to Purchase dated April 16, 2026.*
(a)(1)(B)			Form of Letter of Transmittal.*
(a)(1)(C)			Form of Notice of Guaranteed Delivery.*
(a)(1)(D)			Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)			Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)			Summary Advertisement as published in The New York Times on April 16, 2026.*
(a)(5)(A)			Press Release, dated April 3, 2026 (incorporated by reference to Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed, filed April 3, 2026).
(d)(1)			Contribution Agreement, dated April April 15, 2026, among Parent and certain shareholders of the Company (incorporated by reference to Exhibit 99.30 to the Schedule 13D/A filed by Parent with the Securities and Exchange Commission on April 15, 2026 (incorporated herein by reference).*
(d)(2)			Agreement and Plan of Merger, dated April 2, 2026, among the Buyer Parties and the Company (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Company with the SEC on April 3, 2026).
(d)(3)			Equity Commitment Letter, dated as of April 2, 2026, by and between Parent and Max Wygod & Emily W Bushnell Co-TTEE Wygod Family Rev LT U/T/A, attached as Exhibit 99.20 to the Schedule 13D/A filed by Parent with the Securities and Exchange Commission on April 6, 2026 (incorporated herein by reference).*
(d)(4)			Confidentiality Agreement, dated as of September 29, 2025, by and between Parent and the Company, attached as Exhibit 99.3 to the Schedule 13D/A filed by Parent with the Securities and Exchange Commission on October 3, 2025 (incorporated herein by reference).*
(g)			Not Applicable
(h)			Not Applicable
107			Filing Fee Table.*

*
Filed herewith

Item 13. Information Required by Schedule 13E-3.

None.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 16, 2026

			BRAVO MERGER SUB, INC.
			By:			/s/ Max Wygod
						Name: Max Wygod
						Title: Chief Executive Officer
			2025 ACQUISITION COMPANY, LLC
			By:			/s/ Max Wygod
						Name: Max Wygod
						Title: Chief Executive Officer

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FAQ

What price is the Forian (FORA) tender offer at?

Answer: The tender offer is for $2.17 per Share. The Offer to Purchase is dated April 16, 2026 and sets the cash price payable net to holders.

How many Forian shares were outstanding for the tender offer?

Answer: The filing reports 31,241,760 Shares issued and outstanding as of March 31, 2026. That figure is presented in the Schedule TO under Subject Company Information.

Who is making the tender offer for Forian (FORA)?

Answer: The offer is made by Bravo Merger Sub, Inc., a wholly owned subsidiary of 2025 Acquisition Company, LLC, as disclosed in the Schedule TO filing.

Does the tender offer include all Forian shares?

Answer: The Offer seeks to purchase all issued and outstanding Shares other than Excluded Shares, which are Shares owned by the buyer parties at the commencement of the Offer.

Is there a merger agreement tied to the tender offer?

Answer: Yes. The Agreement and Plan of Merger dated April 2, 2026 is attached as Exhibit (d)(2) and is incorporated by reference in the Schedule TO.

Where can I find financing and fund source details for the offer?

Answer: The Schedule TO incorporates the Offer to Purchase sections titled "The Tender Offer—Section 9—Source and Amount of Funds" and related exhibits, including an Equity Commitment Letter and Contribution Agreement.