[SCHEDULE 13D/A] Forian Inc. SEC Filing

Rhea-AI Filing Summary

Amendment No. 1 to Schedule 13D for Forian Inc. (FORA) reports that a consortium including Max C. Wygod, Emily Bushnell, two Wygod family trusts and the Estate of Martin J. Wygod delivered a non-binding offer letter on August 25, 2025 proposing a going-private acquisition of all outstanding common stock not owned by the consortium. The filing states the consortium entered a Consortium Agreement governing cooperation and exclusivity in pursuing the Proposed Transaction. The consortium members collectively report up to 14.7% beneficial ownership (4,360,236 shares by Max Wygod) and individual holdings including 12.6% (3,932,533 shares) by Emily Bushnell and trust holdings of 5.0% and 4.8%. Funding is expected from personal resources, third-party financing and the company’s cash, but terms are not finalized. The Offer Letter is non-binding and any transaction would be conditioned on a disinterested special committee and definitive agreements.

Positive

• Consortium formation and cooperation documented via a Consortium Agreement, demonstrating organized intent to pursue a transaction
• Material disclosure of beneficial ownership with specific share counts and percentages (e.g., 4,360,236 shares / 14.7% aggregate for a reporting person)
• Non-binding Offer Letter filed as Exhibit, providing transparency about the consortium’s approach

Negative

• Offer is non-binding and explicitly does not obligate the consortium or issuer to negotiate or complete a transaction
• Financing and consideration not finalized; sources and terms are unspecified, creating uncertainty about deal feasibility
• Transaction conditioned on special committee approval and other conditions, so consummation is not assured

Insights

Financial Analyst

TL;DR Consortium filed a non-binding proposal to take Forian private; ownership stakes disclosed and financing remains undetermined.

The filing is material because it signals an attempt to change the company’s public status and discloses concentrated ownership positions by affiliated parties. The report quantifies holdings against 31,112,312 shares outstanding, showing meaningful aggregated positions by reporting persons that could influence negotiations. Key unknowns remain: proposed price, financing commitments, and whether an independent special committee will accept negotiations. Until definitive agreements are filed, market and valuation implications are uncertain.

M&A Specialist

TL;DR A consortium agreement and non-binding offer letter mark the start of a potential go-private process; exclusivity and expense-sharing terms noted.

The inclusion of a Consortium Agreement and disclosed cooperation/exclusivity provisions is typical in coordinated buyout efforts and indicates the parties are organized to pursue a negotiated transaction. The filing appropriately conditions any deal on a disinterested special committee and definitive documentation. Materiality is high because consummation would delist the company, but absence of binding financing terms and price means transaction risk and deal certainty remain open.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Forian Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

34630N106

(CUSIP Number)

Creighton Condon
599 Lexington Ave.,
New York, NY, 10022
(212) 848-7628

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

08/25/2025

(Date of Event Which Requires Filing of This Statement)

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

CUSIP No. 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:

7	Sole Voting Power 1,328,927.00
8	Shared Voting Power 3,031,309.00
9	Sole Dispositive Power 1,328,927.00
10	Shared Dispositive Power 3,031,309.00

11

Aggregate amount beneficially owned by each reporting person

4,360,236.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.7 %

14

Type of Reporting Person (See Instructions)

IN

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

CUSIP No. 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:

7	Sole Voting Power 901,224.00
8	Shared Voting Power 3,031,309.00
9	Sole Dispositive Power 901,224.00
10	Shared Dispositive Power 3,031,309.00

11

Aggregate amount beneficially owned by each reporting person

3,932,533.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.6 %

14

Type of Reporting Person (See Instructions)

IN

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

CUSIP No. 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,541,733.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,541,733.00

11

Aggregate amount beneficially owned by each reporting person

1,541,733.00

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 %

14

Type of Reporting Person (See Instructions)

OO

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

CUSIP No. 34630N106

1

Name of reporting person

WYGOD FAMILY REV LT U/T/A

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,489,576.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,489,576.00

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

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

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. 1 to Schedule 13D ("Amendment No. 1") relates to shares of Common Stock, par value $0.001 per share (the "Common Stock") of Forian Inc., a Delaware corporation (the "Issuer"). This Amendment No.1 is being filed on behalf of the following persons (collectively, the "Reporting Persons"): Max C. Wygod, an individual and executor of the Estate of Martin J. Wygod, (ii) Emily Bushnell, an individual, (iii) the ADMINISTRATIVE TRUST U/ WYGOD FAMILY RV (the "Administrative Trust"), (iv) the WYGOD FAMILY REV LT U/T/A (the "Family Trust" and together with the Administrative Trust, the "Wygod Trusts") and (v) the Estate of Martin J. Wygod.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of this Schedule 13D is hereby amended and supplemented by adding the following text: The consideration for the Proposed Transaction (as defined below) is expected to be funded through a combination of personal resources, third-party financing and the Company's net cash at closing. The specific amount, sources and terms have not yet been finalized and will be subject to definitive agreements entered into in connection with the Proposed Transaction.
Item 4.	Purpose of Transaction
	Item 4 of this Schedule 13D is hereby amended and supplemented by adding the following text: On August 25, 2025, the Reporting Persons and the other parties to the Consortium Agreement (as defined below) (collectively, the "Consortium"), delivered a non-binding proposal letter (the "Offer Letter") to the Board of Directors of the Issuer (the "Board") in respect of a potential offer by the Consortium to acquire all of the outstanding Common Stock of the Issuer not presently owned by the Consortium in a going-private transaction (the "Proposed Transaction"). A copy of the Offer Letter is filed herewith as Exhibit 99.1. In connection with the submission of the Offer Letter, the members of the Consortium entered into a consortium agreement, dated as of August 25, 2025 (the "Consortium Agreement"), which governs their cooperation in pursuing the proposed transaction. A copy of the Consortium Agreement is filed herewith as Exhibit 99.2 and is incorporated by reference into Item 6. The Consortium Agreement specifies, among other things, that members of the Consortium will cooperate in good faith and work exclusively regarding the Proposed Transaction and provides, under certain circumstances, for certain parties to reimburse the other parties for their expenses. The Offer Letter is non-binding in nature and does not obligate in any way the Consortium, the members thereof, or the Issuer to negotiate or enter into definitive documentation with respect to a transaction or otherwise complete the Proposed Transaction. In addition, the Consortium has stated that any transaction, once structured and agreed upon, would be conditioned upon, among other things, the approval of the transaction by a special committee of the board of directors of the Issuer, provided that such committee comprises disinterested directors that are independent and empowered to consider the proposal. If the Proposed Transaction is carried out and consummated, the Common Stock of the Issuer will no longer be traded on the Nasdaq Stock Market and the registration of the Common Stock of the Issuer under Section 12 of the Act is expected to be terminated. No assurance can be given that any definitive agreement will be entered into or the Proposed Transaction will be consummated. Neither the Offer Letter nor this Schedule 13D is meant to be, nor should be construed as, an offer to buy or the solicitation of an offer to sell any of the Issuer's securities. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced in this Schedule 13D, as may be amended from time to time, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of the Issuer's securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include, (i) acquiring additional Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, "Securities") in the open market or otherwise(greek question mark) (ii) disposing of any or all of their Securities in the open market or otherwise(greek question mark) (iii) engaging in any hedging or similar transactions with respect to the Securities(greek question mark) or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth on the cover pages of this Amendment No. 1 to Schedule 13D is incorporated herein by reference. The percentages used in this Schedule 13D are calculated based upon an aggregate of 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.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock 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. Because of the arrangements in the Consortium Agreement, the members of the Consortium 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 any Reporting Person that it is the beneficial owner of any of the 20,332,879 shares of Common Stock beneficially owned in the aggregate by consortium members other than such shares that it has reported as beneficially owned by it on this Schedule 13D for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.
(c)	Except as set forth in this Schedule 13D, there have been no transactions in the Common Stock effected during the past 60 days by the Reporting Persons.
(d)	To the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares beneficially owned by the 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: The description of the Consortium Agreement set forth in Item 4 is incorporated herein by reference. Except as described in Item 4 and this Item 6, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) involving the Consortium, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Offer Letter, dated August 25, 2025. Exhibit 99.2 - Consortium Agreement, dated August 25, 2025.

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.

Max C. Wygod

Signature:	/s/ Max C. Wygod
Name/Title:	Max C. Wygod
Date:	08/25/2025

Emily Bushnell

Signature:	/s/ Emily Bushnell
Name/Title:	Emily Bushnell
Date:	08/25/2025

ADMINISTRATIVE TRUST U/ WYGOD FAMILY RV

Signature:	/s/ Max C. Wygod
Name/Title:	Max C. Wygod, Co-Trustee
Date:	08/25/2025

WYGOD FAMILY REV LT U/T/A

Signature:	/s/ Max C. Wygod
Name/Title:	Max C. Wygod, Co-Trustee
Date:	08/25/2025

FAQ

What did the FORA Schedule 13D/A filed August 25, 2025 disclose?

It disclosed a consortium delivered a non-binding Offer Letter proposing a going-private acquisition and filed a Consortium Agreement as Exhibit 99.2.

How many Forian (FORA) shares did the reporting persons disclose they beneficially own?

The filing reports specific holdings including 4,360,236 shares (14.7%) for Max Wygod, 3,932,533 shares (12.6%) for Emily Bushnell, and trust holdings of 1,541,733 (5.0%) and 1,489,576 (4.8%) based on 31,112,312 shares outstanding.

Is the proposed going-private transaction binding?

No. The Offer Letter is explicitly non-binding and any transaction would require definitive agreements and approval by a disinterested special committee.

How will the Proposed Transaction be funded according to the filing?

The filing states funding is expected from a combination of personal resources, third-party financing and the company’s net cash at closing, but amounts and terms are not finalized.

What conditions did the consortium identify for completing a transaction?

Conditions include approval by a disinterested special committee of the board and the negotiation and execution of definitive agreements; consummation is not assured.