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FORA 13D/A adds confidentiality pact; key holders at ~12–13%

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Forian Inc. (FORA): Schedule 13D/A signals active M&A discussions. A consortium led by 2025 Acquisition Corp entered into a confidentiality agreement with Forian on September 29, 2025, including standstill provisions. The agreement permits information sharing and discussions regarding a potential acquisition of the company, and the reporting persons may make proposals to Forian.

The amendment also updates beneficial ownership and clarifies prior instruments: convertible notes issued on September 1, 2021 were repaid on September 1, 2025, removing 500,834 previously issuable shares from reported beneficial ownership. Select reported stakes include Max C. Wygod at 2,530,475 shares (12.4% of the class) and Anthony Vuolo at 4,015,795 shares (12.9%). Percentages are based on 31,112,312 shares outstanding as of August 13, 2025.

The filing references an offer letter and a consortium agreement previously filed, and attaches the new confidentiality agreement as an exhibit.

Positive

  • None.

Negative

  • None.

Insights

Consortium moves into formal talks with standstill in place.

The amendment documents a confidentiality agreement with standstill provisions, enabling discussions about a potential acquisition of Forian Inc. This formalizes engagement and allows information exchange while limiting certain actions by the reporting group.

Ownership remains concentrated among key members, with specific stakes such as 12.4% and 12.9% cited for individual reporting persons, calculated against 31,112,312 shares outstanding as of August 13, 2025. The removal of 500,834 issuable shares reflects repayment of earlier notes, tightening reported beneficial ownership.

Actual outcomes depend on negotiations and any proposals that may follow. The confidentiality agreement and standstill frame the process; subsequent disclosures would indicate next steps or deal terms if any emerge.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEMS 7, 9 Includes (i) 3,645,399 shares held by the Max Wygod Family Dynasty Trust of which Mr. Vuolo is trustee and has sole investment and dispositive power; Mr. Vuolo disclaims beneficial ownership of these shares; and 370,396 shares held directly by Mr. Vuolo. ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEMS 8, 10, 11 Mr. Usdan disclaims beneficial ownership of these shares. ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEMS 8, 10, 11 Ms. Dublin disclaims beneficial ownership of these shares. ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEMS 8, 10 Mr. Spaniel disclaims beneficial ownership of these shares. ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEMS 8, 10, 11 Includes (i) 525,000 shares held jointly by Mr. Berg and his spouse, Rachel Berg, (ii) 237,578 shares held by Rachel Berg GST Exempt 2012 Trust, of which Mr. Berg is trustee, (iii) 597,000 shares held directly by Mr. Berg, (iv) 52,000 shares held by Rachel Berg, over which Mr. Berg has investment authority, (v) 32,300 shares held by Eric Berg, over which Mr. Berg has investment authority, (vi) 30,300 shares held by Adam Berg, over which Mr. Berg has investment authority, (vii) 36,700 shares held by Emma Berg, over which Mr. Berg has investment authority, and (viii) 30,000 shares held by Alexander Berg, over which Mr. Berg has investment authority. ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
ITEMS 8, 10 Includes 80,154.00 shares held by Mr. Glick in joint tenancy with his spouse, Sharon Glick. ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.


SCHEDULE 13D


2025 Acquisition Corp
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod
Date:10/03/2025
Max C. Wygod
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod
Date:10/03/2025
Emily Bushnell
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Emily Bushnell
Date:10/03/2025
ADMINISTRATIVE TRUST U/ WYGOD FAMILY RV
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod, Co-Trustee
Date:10/03/2025
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Emily Bushnell, Co-Trustee
Date:10/03/2025
Anthony Vuolo
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Anthony Vuolo
Date:10/03/2025
WYGOD FAMILY REV LT U/T/A
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod, Co-Trustee
Date:10/03/2025
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Emily Bushnell, Co-Trustee
Date:10/03/2025
MAX WYGOD FAMILY DYNASTY TRUST
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Anthony Vuolo, Trustee
Date:10/03/2025
FEINBERG LARRY N
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Larry N. Feinberg
Date:10/03/2025
ORACLE PARTNERS, L.P.
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Larry N. Feinberg, Managing Member
Date:10/03/2025
ORACLE INSTITUTIONAL PARTNERS, L.P.
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Larry N. Feinberg, Managing Member
Date:10/03/2025
ORACLE INVESTMENT MANAGEMENT, INC. EMPLOYEES' RETIREMENT PLAN
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Larry N. Feinberg, Trustee
Date:10/03/2025
THE FEINBERG FAMILY FOUNDATION
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Larry N. Feinberg, Trustee
Date:10/03/2025
ORACLE ASSOCIATES, LLC
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Larry N. Feinberg, Managing Member
Date:10/03/2025
ORACLE INVESTMENT MANAGEMENT, INC.
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Larry N. Feinberg, President
Date:10/03/2025
FEINBERG FAMILY TRUST
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Adam Usdan, Trustee
Date:10/03/2025
ADAM USDAN
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Adam Usdan
Date:10/03/2025
Adam H. Dublin
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Adam H. Dublin
Date:10/03/2025
ADAM H. DUBLIN 2019 FAMILY TRUST
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Edward F. Spaniel, Jr., Co-Trustee
Date:10/03/2025
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Phyllis Dublin
Date:10/03/2025
Phyllis Dublin
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Phyllis Dublin
Date:10/03/2025
Edward Francis Spaniel, Jr.
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Edward F. Spaniel, Jr.
Date:10/03/2025
Carl Berg
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Carl Berg
Date:10/03/2025
MARBLE LANE PARTNERS I, LLC
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for David Mehlman, Managing Member
Date:10/03/2025
Michael Sawyer
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Michael Sawyer
Date:10/03/2025
NELL AND JANE CAMERON 2006 TRUST
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Keri Cameron, Trustee
Date:10/03/2025
Shahir Kassam-Adams
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Shahir Kassam Adams
Date:10/03/2025
360 Ventures, LLC
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Shahir Kassam-Adams, General Manager
Date:10/03/2025
Charles Mele
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Charles Mele
Date:10/03/2025
Michael Glick
Signature:/s/ Max C. Wygod
Name/Title:Max C. Wygod / Attorney-in-fact for Michael Glick
Date:10/03/2025

FAQ

What did FORA’s Schedule 13D/A disclose?

It disclosed a confidentiality agreement with standstill provisions between Forian and a consortium led by 2025 Acquisition Corp to discuss a potential acquisition.

When was the confidentiality agreement executed for FORA?

The confidentiality agreement was executed on September 29, 2025.

Does the 13D/A mention specific ownership levels in FORA?

Yes. Examples include 2,530,475 shares (12.4%) for Max C. Wygod and 4,015,795 shares (12.9%) for Anthony Vuolo, based on 31,112,312 shares outstanding.

What changed in reported beneficial ownership of FORA?

Convertible notes from September 1, 2021 were repaid on September 1, 2025, removing 500,834 previously issuable shares from reported ownership.

Does the filing guarantee an acquisition of FORA?

No. It permits discussions and proposals under a standstill, but no transaction terms are disclosed.

What exhibits accompany the 13D/A for FORA?

It references a prior offer letter and consortium agreement and includes the new Confidentiality Agreement (Exhibit 99.3) and multiple powers of attorney.
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