Forian (FORA) holders to receive $2.17 per share in all-cash buyout
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.
Positive
- Definitive cash exit at $2.17 per share: The consortium agreement and merger plan provide shareholders with a clear all-cash consideration of $2.17 per common share, subject to completion of the tender offer and merger conditions.
- Equity funding support for the transaction: A Wygod/Bushnell family trust has committed up to $5.5 million of equity capital to fund closing payments under the merger agreement, helping to support execution of the agreed cash consideration.
Negative
- None.
Insights
Forian agrees to a cash buyout at $2.17 per share via tender offer and merger.
Forian Inc. is targeted by a consortium that will acquire all outstanding common shares for $2.17 in cash per share. The structure uses a tender offer by a special purpose vehicle, followed by a short-form merger under Maryland law to take the company private once conditions are met.
The amendment clarifies that the consortium agreement remains in force, adds several new shareholders to the group, and restricts share transfers before closing, except to specified transferees who agree to be bound. A Wygod/Bushnell family trust has provided an equity commitment of up to $5.5 million to fund closing payments, available solely to complete the transaction.
Closing depends on more than 50% of shares being tendered, the accuracy of key representations, performance of covenants, no continuing Company Material Adverse Effect, and no blocking court order. Subsequent company filings, including the Schedule TO, Schedule 13E-3 and Schedule 14D-9 referenced here, will provide additional detail on timing, board recommendations and any appraisal rights process.
Key Figures
Key Terms
Consortium Agreement financial
Merger Agreement financial
Equity Commitment Letter financial
tender offer statement on Schedule TO regulatory
Schedule 13E-3 regulatory
Section 13(d)(3) of the Act regulatory
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Forian Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
34630N106 (CUSIP Number) |
599 Lexington Ave.,
New York, NY, 10022
(212) 848-7628
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of This Statement)
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
2025 Acquisition Company, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
Bravo Merger Sub, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARYLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
Max C. Wygod | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,859,402.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
Emily Bushnell | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,431,699.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
ADMINISTRATIVE TRUST U/ WYGOD FAMILY RV | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,040,899.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
Anthony Vuolo | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,015,795.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
MAX WYGOD & EMILY W BUSHNELL CO-TTEE | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,489,576.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
MAX WYGOD FAMILY DYNASTY TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,645,399.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
FEINBERG LARRY N | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,366,107.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
ORACLE PARTNERS, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
935,598.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
ORACLE INSTITUTIONAL PARTNERS, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
113,929.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
Todd Dublin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
ORACLE INVESTMENT MANAGEMENT, INC. EMPLOYEES' RETIREMENT PLAN | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CONNECTICUT
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
EP, OO |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
THE FEINBERG FAMILY FOUNDATION | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CONNECTICUT
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,200.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
ORACLE ASSOCIATES, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,049,527.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
ORACLE INVESTMENT MANAGEMENT, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,077,527.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IA |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
FEINBERG FAMILY TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
748,865.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
ADAM USDAN | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
748,865.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
Adam H. Dublin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,505,533.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
ADAM H. DUBLIN 2019 FAMILY TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,831,526.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
Phyllis Dublin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,831,526.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
Edward Francis Spaniel, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,520,491.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
Peter Dublin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,757.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
Carl Berg | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,540,878.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
MARBLE LANE PARTNERS I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,472,984.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
Michael Sawyer | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
717,699.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
NELL AND JANE CAMERON 2006 TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CONNECTICUT
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
618,908.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
Shahir Kassam-Adams | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
202,434.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
360 Ventures, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGINIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
202,434.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
Charles Mele | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
103,911.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
Michael Glick | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
80,154.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
Milk Town Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
237,578.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP Number(s): | 34630N106 |
| 1 |
Name of reporting person
Thomas J. Coleman Revocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
670,900.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
Forian Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
41 University Drive, Suite 400, Newtown,
PENNSYLVANIA
, 18940. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") relates to shares of Common Stock, par value $0.001 per share ("Shares") of Forian Inc., a Delaware corporation (the "Issuer"). This Amendment No. 2 is being jointly filed on behalf of the following persons (collectively, the "Reporting Persons"): (i) 2025 Acquisition Company, LLC (the "SPV"), a Delaware limited liability company, (ii) Max. C. Wygod, an individual, (iii) Emily Bushnell, an individual, (iv) the ADMINISTRATIVE TRUST U/ WYGOD FAMILY RV (the "Administrative Trust"), (v) the MAX WYGOD & EMILY W BUSHNELL CO-TTEE WYGOD FAMILY REV LT U/T/A (vi) Anthony Vuolo, an individual, (vii) the MAX WYGOD FAMILY DYNASTY TRUST, (viii) ORACLE PARTNERS, L.P., a Delaware limited partnership ("Partners"), (ix) ORACLE INSTITUTIONAL PARTNERS, L.P., a Delaware limited partnership ("Institutional Partners"), (x) ORACLE INVESTMENT MANAGEMENT, INC. EMPLOYEES' RETIREMENT PLAN, a employee benefit plan organized in Connecticut (the "Retirement Plan"), (xi) the FEINBERG FAMILY FOUNDATION, a foundation organized in Connecticut (the "Foundation"), (xii) ORACLE ASSOCIATES, LLC, a Delaware limited liability company ("Oracle Associates"), (xiii) ORACLE INVESTMENT MANAGEMENT, INC., a Delaware corporation(the "Investment Manager"), (xiv) Larry N. Feinberg, an individual, (xv) the FEINBERG FAMILY TRUST, a Connecticut Trust, (xvi) Adam Usdan, solely as trustee of the FEINBERG FAMILY TRUST, (xvii) Adam H. Dublin, an individual, (xviii) the ADAM H. DUBLIN 2019 FAMILY TRUST, (xix) Phyllis Dublin, solely as co-trustee of the ADAM H. DUBLIN 2019 FAMILY TRUST, (xx) Edward Francis Spaniel, Jr., an individual and co-trustee of the ADAM H. DUBLIN 2019 FAMILY TRUST, (xxi) Carl Berg, an individual on behalf of Alexander Ryan Berg, Adam Charles Berg, Eric William Berg, and Emma RoseBerg, (xxii) MARBLE LANE PARTNERS I, LLC, (xxiii) Michael Sawyer, an individual, (xxiv) NELL AND JANE CAMERON 2006 TRUST, (xxv) Keri Cameron, solely on behalf of the NELL AND JANE CAMERON 2006 TRUST, (xxvi) Shahir Kassam-Adams, an individual, (xxvii) 360 Ventures, LLC, a Virginia limited liability company, (xxviii) Charles Mele, an individual, (xxix) Michael and Sharon Glick, as individuals holding shares in joint tenancy, (xxx) BRAVO MERGER SUB, INC., a Maryland corporation ("Merger Sub"), (xxxi) the THOMAS J. COLEMAN REVOCABLE TRUST, a New York Trust, (xxxii) Milk Town Partners LLC, a Connecticut partnership, (xxxiii) Todd Dublin, an individual, and (xxxiv) Peter Dublin, an individual, and amends the Statement on Schedule 13D filed by the Reporting Persons on August 25, 2025 ("Initial Schedule 13D"). | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Initial Schedule 13D is hereby amended and supplemented by adding the following text:
Bravo Merger Sub, Inc., a Maryland corporation, Thomas J. Coleman Revocable Trust, a New York Trust, Milk Town Partners LLC, a Connecticut partnership, Todd Dublin, an individual, and Peter Dublin, an individual. | |
| (b) | Item 2(b) of the Initial Schedule 13D is hereby amended and supplemented by adding the following text:
Bravo Merger Sub, Inc. The principal address for the corporation is Max C. Wygod, c/o A&O Shearman, ATTN: Chris Glenn, 599 Lexington Avenue, New York, NY 10022.
Thomas J. Coleman Revocable Trust. The principal address for the trust is c/o Kensico Capital Management 55 Railroad Avenue, 2nd Fl Greenwich, CT 06830.
Milk Town Partners LLC. The principal address for the company is c/o Kensico Capital Management 55 Railroad Avenue, 2nd Fl Greenwich, CT 06830.
Todd Dublin. Mr. Todd Dublin's address is 1304 South Halliburton Street, Kirksville, MO 63501.
Peter Dublin. Mr. Peter Dublin's address is 224 Franklin Avenue, River Forest, IL 60305 | |
| (c) | Item 2(c) of the Initial Schedule 13D is hereby amended and supplemented by adding the following text:
Item 2(b) of this Amendment No. 2 is incorporated herein by reference. | |
| (d) | None | |
| (e) | None | |
| (f) | United States | |
| Item 4. | Purpose of Transaction | |
The disclosure in Item 4 of the Existing Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
Amendment No. 1 to the Consortium Agreement
On April 2, 2026, the Consortium entered into the Amendment No. 1 (the "Consortium Agreement Amendment") to the Consortium Agreement (as defined in the Initial 13D), which, among other things, (i) clarifies that the Consortium Agreement remains in full force and effect, notwithstanding any terms therein to the contrary, (ii) provides that the Consortium Agreement will terminate upon the closing of the Merger (as defined below) or a valid termination of the Merger Agreement (as defined below), (iii) imposes certain restrictions to the transfer of Shares prior to such termination (subject to limited permitted transfers to specified transferees who agree to be bound), and (iv) requires each Consortium Member to contribute its Shares to Parent prior to the commencement of the Offer.
Merger Agreement
Subsequently, on April 2, 2026, the SPV, Bravo Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of the SPV ("Merger Sub") and Forian entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"). Pursuant to the Merger Agreement, among other things, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, collectively, the "Transactions"), and the separate corporate existence of Merger Sub will thereupon cease, and the Company will continue as the surviving corporation and a wholly owned subsidiary of Parent. The Merger will be governed by Section 3-106.1 of the MGCL and will be effected by Merger Sub and Forian without a stockholder vote as soon as practicable following the consummation of the Offer, pursuant to the MGCL.
At the effective time of the Merger (the "Effective Time"), each Share issued and outstanding immediately prior to the Effective Time (other than Shares (i) held by Forian and its subsidiaries, (ii) owned by the Buyer Parties, or (iii) owned by any direct or indirect wholly owned subsidiary of the Buyer Parties as of immediately prior to the Effective Time, which will be automatically cancelled and extinguished without any conversion thereof or consideration paid therefor), subject to any appraisal rights in accordance with Section 3-202 of the MGCL, will be converted into the right to receive $2.17 in cash per Share, without interest, and subject to deduction for any required tax withholding.
Each of the Company, Parent and Merger Sub has made customary representations, warranties and covenants in the Merger Agreement, including relating to (i) the conduct of the Company's business during the interim period, (ii) the efforts of each party to cause the Transactions to be completed and (iii) the preparation and filing of a tender offer statement on Schedule TO and a transaction statement on Schedule 13E-3 by Parent, Merger Sub and the Company and a Schedule 14D-9 by the Company in connection with the Transactions.
Completion of the Merger is subject to certain closing conditions, including, but not limited to, (i) that the number of Shares validly tendered and not validly withdrawn, together with the number of Shares then owned beneficially by Parent and Merger Sub (together with their wholly owned subsidiaries), equals at least one share more than fifty percent (50%) of all Shares outstanding as of the consummation of the Offer, (ii) the truth and accuracy of certain representations and warranties of Forian as set forth in the Merger Agreement as of the date of the Merger Agreement and as of the expiration date of the Offer (the "Expiration Date") as if made on and as of each such date (as may be subject to materiality, de minimis or other qualifiers), (iii) Forian having performed and complied in all material respects with the covenants, obligations and conditions of the Merger Agreement required to be performed and complied with by Forian at or prior to the Expiration Date, (iv) the non-occurrence of a Company Material Adverse Effect (as defined in the Merger Agreement) on or after the date of the Merger Agreement that is continuing, (v) the non-termination of the Merger Agreement, and (vii) the non-issuance of any judgment, temporary restraining order, preliminary or permanent injunction, or other order from any governmental body of competent jurisdiction preventing the consummation of the Offer or the Merger.
Equity Commitment Letter
In connection with the Transactions, one of the members of the Consortium, Max Wygod & Emily W Bushnell Co-TTEE Wygod Family Rev LT U/T/A (the "Sponsor"), provided an equity commitment letter dated April 2, 2026 (the "Equity Commitment Letter"), pursuant to which it committed to provide Parent, on the terms and subject to the conditions set forth therein, an aggregate equity commitment of up to $5,500,000 (or such lesser amount required for Merger Sub to fund the purchase, directly or indirectly, of the securities of Parent) to fund the Closing Payments (as defined in the Equity Commitment Letter) under the Merger Agreement (the "Commitment"). The Commitment is available solely to consummate the Transactions and is fundable at or prior to the consummation of the Merger, subject to, among other things, the execution of the Merger Agreement, and the satisfaction or waiver of the conditions of the Merger Agreement. The Equity Commitment Letter also permits allocation of all or a portion of the Commitment to affiliated entities, includes customary non-recourse provisions in favor of non-parties, provides that the Company is an express third-party beneficiary solely entitled to seek specific performance to cause funding of the Commitment, and terminates upon the earliest of the consummation of the Merger, valid termination of the Merger Agreement, or full funding of the Commitment.
The foregoing descriptions of the Consortium Agreement Amendment, the Merger Agreement and the Equity Commitment Letter do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed herewith as Exhibits 99.18, 99.19, 99.20, respectively, and are incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Initial 13D is hereby amended and supplemented by adding the following text:
The information set forth in rows 11 and 13 of the cover pages of this Amendment No. 2 is incorporated herein by reference.
See rows (7) through (10) of the cover pages to this Amendment No. 2 for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
After obtaining consent from the Special Committee of the Board of Directors of the Company and duly
executing the Consortium Agreement as of April 2, 2026, prior to the execution of the Merger
Agreement, the following shareholders have been added to the Consortium (as defined in Item 4 of the Initial 13D): Thomas J. Coleman Revocable Trust, Milk Town Partners LLC, Todd Dublin and Peter Dublin (the "New Consortium Members"). All references to the Consortium in this Amendment No. 2 and any future amendments to the Initial 13D shall include these shareholders.
Because of the arrangements in the Consortium Agreement (as defined in Item 4 of the Initial 13D), the members of the Consortium (as defined in Item 4 of the Initial 13D) may be deemed to have formed a "group" for purposes of Section 13(d)(3) of the Act. Neither the filing of this Schedule 13D nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that any of them is the beneficial owner of any of the 20,689,142 Shares beneficially owned in the aggregate by the Consortium Members, other than such Shares that each Reporting Person has reported as beneficially owned by the respective Reporting Person in this Amendment No. 2, for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. | |
| (b) | Item 5(b) of the Initial 13D is hereby amended and supplemented by adding the following text:
Except as set forth in this Amendment No. 2, none of the Reporting Persons beneficially owns, or has acquired or disposed of, any Shares during the last 60 days. | |
| (d) | To the knowledge of the Reporting Persons, no person other than each of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, Shares beneficially owned by such Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of this Schedule 13D is hereby amended and supplemented by adding the following text:
Item 4 references the Consortium Agreement Amendment, the Merger Agreement and the Equity Commitment Letter, the descriptions of each of which are incorporated herein by reference.
Copies of the Consortium Agreement Amendment, the Merger Agreement and the Equity Commitment Letter are attached as 99.18, 99.19, 99.20, respectively to this Amendment No. 2, and are incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Initial 13D is hereby amended and supplemented by the addition of the following Exhibits:
Exhibit 99.4* - Power of Attorney for Adam H. Dublin, dated as of October 2, 2025 (incorporated by reference to Exhibit 99.4 to the Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on October 2, 2025). sec.gov/Archives/edgar/data/1829280/000094787125000884/xslSCHEDULE_13D_X01/primary_doc.xml
Exhibit 99.5* - Power of Attorney for Adam Usdan, dated as of October 2, 2025 (incorporated by reference to Exhibit 99.5 to the Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on October 2, 2025). sec.gov/Archives/edgar/data/1829280/000094787125000884/xslSCHEDULE_13D_X01/primary_doc.xml
Exhibit 99.6* - Power of Attorney for Anthony Vuolo, dated as of October 2, 2025 (incorporated by reference to Exhibit 99.6 to the Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on October 2, 2025). sec.gov/Archives/edgar/data/1829280/000094787125000884/xslSCHEDULE_13D_X01/primary_doc.xml
Exhibit 99.7* - Power of Attorney for Carl Berg, dated as of October 2, 2025 (incorporated by reference to Exhibit 99.7 to the Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on October 2, 2025). sec.gov/Archives/edgar/data/1829280/000094787125000884/xslSCHEDULE_13D_X01/primary_doc.xml
Exhibit 99.8* - Power of Attorney for Charles Mele, dated as of October 2, 2025 (incorporated by reference to Exhibit 99.8 to the Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on October 2, 2025). sec.gov/Archives/edgar/data/1829280/000094787125000884/xslSCHEDULE_13D_X01/primary_doc.xml
Exhibit 99.9* - Power of Attorney for Edward Francis Spaniel Jr., dated as of October 2, 2025 (incorporated by reference to Exhibit 99.9 to the Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on October 2, 2025). sec.gov/Archives/edgar/data/1829280/000094787125000884/xslSCHEDULE_13D_X01/primary_doc.xml
Exhibit 99.10* - Power of Attorney for Keri Cameron, dated as of October 2, 2025 (incorporated by reference to Exhibit 99.10 to the Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on October 2, 2025). sec.gov/Archives/edgar/data/1829280/000094787125000884/xslSCHEDULE_13D_X01/primary_doc.xml
Exhibit 99.11* - Power of Attorney for Larry Feinberg, dated as of October 2, 2025 (incorporated by reference to Exhibit 99.11 to the Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on October 2, 2025). sec.gov/Archives/edgar/data/1829280/000094787125000884/xslSCHEDULE_13D_X01/primary_doc.xml
Exhibit 99.12* - Power of Attorney for Marble Lane Partners I, LLC, dated as of October 2, 2025 (incorporated by reference to Exhibit 99.12 to the Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on October 2, 2025). sec.gov/Archives/edgar/data/1829280/000094787125000884/xslSCHEDULE_13D_X01/primary_doc.xml
Exhibit 99.13* - Power of Attorney for Michael Glick, dated as of October 2, 2025 (incorporated by reference to Exhibit 99.13 to the Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on October 2, 2025). sec.gov/Archives/edgar/data/1829280/000094787125000884/xslSCHEDULE_13D_X01/primary_doc.xml
Exhibit 99.14* - Power of Attorney for Michael Sawyer, dated as of October 2, 2025 (incorporated by reference to Exhibit 99.14 to the Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on October 2, 2025). sec.gov/Archives/edgar/data/1829280/000094787125000884/xslSCHEDULE_13D_X01/primary_doc.xml
Exhibit 99.15* - Power of Attorney for Phyllis Dublin, dated as of October 2, 2025 (incorporated by reference to Exhibit 99.15 to the Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on October 2, 2025). sec.gov/Archives/edgar/data/1829280/000094787125000884/xslSCHEDULE_13D_X01/primary_doc.xml
Exhibit 99.16* - Power of Attorney for Adam Kassam-Adams, dated as of October 2, 2025 (incorporated by reference to Exhibit 99.16 to the Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on October 2, 2025). sec.gov/Archives/edgar/data/1829280/000094787125000884/xslSCHEDULE_13D_X01/primary_doc.xml
Exhibit 99.17* - Power of Attorney for Emily Bushnell, dated as of October 2, 2025 (incorporated by reference to Exhibit 99.17 to the Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on October 2, 2025). sec.gov/Archives/edgar/data/1829280/000094787125000884/xslSCHEDULE_13D_X01/primary_doc.xml
Exhibit 99.18 - Amendment No. 1 to the Consortium Agreement, dated April 2, 2026, by and among Mr. Max Wygod and the Consortium Members
Exhibit 99.19* - Agreement and Plan of Merger, dated April 2, 2026, by and among the SPV, Merger Sub and the Issuer (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K, filed April 3, 2026).
Exhibit 99.20 - Equity Commitment Letter, dated April 2, 2026, by and between the SPV and the Sponsor.
Exhibit 99.21* - Press Release, dated April 2, 2026 (incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on Form 8-K filed, filed April 3, 2026).
Exhibit 99.22 - Power of Attorney for Peter Dublin, dated April 2, 2026.
Exhibit 99.23 - Power of Attorney for Todd Dublin, dated April 2, 2026.
Exhibit 99.24 - Power of Attorney for Thomas J. Coleman, dated April 2, 2026.
*Previously filed. | ||
| SIGNATURE | |
After reasonable 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.
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