0000947871-25-000799.txt : 20250825 0000947871-25-000799.hdr.sgml : 20250825 20250825215703 ACCESSION NUMBER: 0000947871-25-000799 CONFORMED SUBMISSION TYPE: SCHEDULE 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20250825 DATE AS OF CHANGE: 20250825 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Forian Inc. CENTRAL INDEX KEY: 0001829280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] ORGANIZATION NAME: 06 Technology EIN: 853467693 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-92851 FILM NUMBER: 251252524 BUSINESS ADDRESS: STREET 1: 41 UNIVERSITY DRIVE STREET 2: SUITE 400 CITY: NEWTOWN STATE: PA ZIP: 18940 BUSINESS PHONE: 267-757-8707 MAIL ADDRESS: STREET 1: 41 UNIVERSITY DRIVE STREET 2: SUITE 400 CITY: NEWTOWN STATE: PA ZIP: 18940 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 2025 Acquisition Corp CENTRAL INDEX KEY: 0002083167 ORGANIZATION NAME: EIN: 393900593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D BUSINESS ADDRESS: STREET 1: 443 GREENWHICH STREET STREET 2: APT 4C CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 858-342-2278 MAIL ADDRESS: STREET 1: 443 GREENWHICH STREET STREET 2: APT 4C CITY: NEW YORK STATE: NY ZIP: 10013 SCHEDULE 13D 1 primary_doc.xml SCHEDULE 13D 0002083167 XXXXXXXX LIVE Common Stock, $0.001 par value per share 08/25/2025 false 0001829280 34630N106 Forian Inc.
41 University Drive Suite 400 Newtown PA 18940
Creighton Condon (212) 848-7628 599 Lexington Ave. New York NY 10022 0002083167 N 2025 Acquisition Corp b PF N DE 0.00 0.00 0.00 0.00 0.00 N 0.0 CO 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. 0001847923 N Wygod Max C b PF N X1 1328927.00 3031309.00 1328927.00 3031309.00 4360236.00 N 14.7 IN 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. Y Emily Bushnell b PF N X1 901224.00 3031309.00 901224.00 3031309.00 3932533.00 N 12.6 IN 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. Y ADMINISTRATIVE TRUST U/ WYGOD FAMILY RV b OO N X1 0.00 1541733.00 0.00 1541733.00 1541733.00 N 4.9 OO 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. Y Anthony Vuolo b PF N X1 4015795.00 0.00 4015705.00 0.00 4015795.00 N 12.9 IN 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. Y WYGOD FAMILY REV LT U/T/A b OO N X1 0.00 1489576.00 0.00 1489576.00 1489576.00 N 4.8 OO 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. 0001911170 N MAX WYGOD FAMILY DYNASTY TRUST b OO N X1 0.00 3645399.00 0.00 3645399.00 3645399.00 N 11.7 OO 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. 0000926475 N FEINBERG LARRY N b PF N X1 281380.00 1084727.00 281380.00 1084727.00 1366107.00 N 4.4 IN 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. Y ORACLE PARTNERS, L.P. b PF N DE 0.00 935598.00 0.00 935598.00 935598.00 N 3 PN 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. Y ORACLE INSTITUTIONAL PARTNERS, L.P. b PF N DE 0.00 113929.00 0.00 113929.00 113929.00 N 3.7 PN 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. Y ORACLE TEN FUND, L.P. b PF N DE 0.00 0.00 0.00 0.00 0.00 N 0.0 PN 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. Y ORACLE INVESTMENT MANAGEMENT, INC. EMPLOYEES' RETIREMENT PLAN b PF N CT 0.00 28000.00 0.00 28000.00 28000.00 N 0.1 EP OO 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. Y THE FEINBERG FAMILY FOUNDATION b PF N CT 0.00 7200.00 0.00 7200.00 7200.00 N 0.0 OO 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. Y ORACLE ASSOCIATES, LLC b PF N DE 0.00 1049527.00 0.00 1049527.00 1049527.00 N 3.4 HC OO 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. Y ORACLE INVESTMENT MANAGEMENT, INC. b PF N DE 0.00 1077527.00 0.00 1077527.00 1077527.00 N 3.5 CO IA 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. Y FEINBERG CHILDREN'S TRUST b BK N X1 0.00 748865.00 0.00 748865.00 748865.00 N 2.4 OO 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. 0001459107 N USDAN ADAM b BK N X1 0.00 748865.00 0.00 748865.00 748865.00 N 2.4 IN 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. Y Adam H. Dublin b PF N X1 2505533.00 0.00 2505533.00 0.00 2505533.00 N 8 IN 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. Y ADAM H. DUBLIN 2019 FAMILY TRUST b PF N X1 0.00 1831526.00 0.00 1831526.00 1831526.00 N 5.9 OO 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. Y Phyllis Dublin b PF N X1 0.00 1831526.00 0.00 1831526.00 1831526.00 N 5.9 IN ITEMS 8, 10 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. Y Edward F. Spaniel, Jr. b PF N X1 688965.00 1831546.00 688965.00 1831546.00 2520491.00 N 8.1 IN 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. Y Carl Berg b PF N X1 597000.00 943878.00 597000.00 943878.00 1540878.00 N 4.9 IN 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. Y MARBLE LANE PARTNERS I, LLC b PF N DE 1472984.00 0.00 1472984.00 0.00 1472984.00 N 4.7 PN 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. Y Michael Sawyer b SC PF N X1 717699.00 717699.00 717699.00 717699.00 717699.00 N 2.3 IN 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. Y NELL AND JANE CAMERON 2006 TRUST b PF N CT 618908.00 618908.00 618908.00 618908.00 618908.00 N 2.0 HC 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. Y Shahir Kassam-Adams b PF N X1 202434.00 0.00 202434.00 0.00 202434.00 N 0.6 IN 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. Y 360 Ventures, LLC b PF N VA 202434.00 0.00 202434.00 0.00 202434.00 N 0.6 HC 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. Y Charles Mele b OO N X1 103911.00 0.00 103911.00 0.00 103911.00 N 0.3 IN 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. Y Michael Glick PF N X1 0.00 80154.00 0.00 80154.00 80154.00 N 0.3 IN 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. Common Stock, $0.001 par value per share Forian Inc. 41 University Drive Suite 400 Newtown PA 18940 This statement is filed by (i) 2025 ACQUISITION CORPORATION, a Delaware corporation, (ii) Max. C. Wygod, an individual, (iii) Emily Bushnell, an individual, (iv) the ADMINISTRATIVE TRUST U/ WYGOD FAMILY RV, (v) the WYGODFAMILY REV LT U/T/A, (vi) the Estate of Martin J. Wygod, (vii) Anthony Vuolo, an individual, (viii) the MAX WYGODFAMILY DYNASTY TRUST, (ix) ORACLE PARTNERS, L.P., a Delaware limited partnership ("Partners"), (x) ORACLEINSTITUTIONAL PARTNERS, L.P., a Delaware limited partnership ("Institutional Partners"), (xi) ORACLE TEN FUND, L.P., a Delaware limited partnership ("Ten Fund"), (xii) ORACLE INVESTMENT MANAGEMENT, INC. EMPLOYEES' RETIREMENTPLAN, a employee benefit plan organized in Connecticut (the "Retirement Plan"), (xiii) the FEINBERG FAMILYFOUNDATION, a foundation organized in Connecticut (the "Foundation"), (xiv) ORACLE ASSOCIATES, LLC, a Delaware limited liability company ("Oracle Associates"), (xv) ORACLE INVESTMENT MANAGEMENT, INC., a Delaware corporation(the "Investment Manager"), (xvi) Larry N. Feinberg, an individual, (xvii) Adam Usdan, solely as trustee of the FEINBERGFAMILY FOUNDATION, (xviii) Adam H. Dublin, an individual, (xix) the ADAM H. DUBLIN 2019 FAMILY TRUST, (xx) Phyllis Dublin, solely as co-trustee of the ADAM H. DUBLIN 2019 FAMILY TRUST, (xxi) Edward Francis Spaniel, Jr., an individual and co-trustee of the ADAM H. DUBLIN 2019 FAMILY TRUST, (xxii) Carl Berg, an individual on behalf of Alexander Ryan Berg, Adam Charles Berg, Eric William Berg, and Emma RoseBerg, (xxiii) MARBLE LANE PARTNERS I, LLC, (xxiv) Michael Sawyer, an individual, (xxv) NELL AND JANE CAMERON 2006TRUST, (xxvi) Keri Cameron, solely on behalf of the NELL AND JANE CAMERON 2006 TRUST, (xxvii) Shahir Kassam-Adams, an individual, (xxviii) 360 Ventures, LLC, a Virginia limited liability company, (xxix) Charles Mele, an individual, and (xxx) Michael Glick, an individual. (b) - (c) The names, and, for purposes of this filing, the address and present principal occupation or employment, as applicable, for the Reporting Persons are as follows: 2025 Acquisition Corporation, a Delaware corporation. The address for the corporation is Max C. Wygod, c/o A&O Shearman, ATTN: Chris Forrester, 1460 El Camino Real 2nd Floor, Menlo Park, CA 94025 Max C. Wygod. Mr. Wygod is a Director and President and Chief Executive Officer of the Issuer. Mr. Wygod's address is c/o Forian Inc., 41 University Drive, Suite 400, Newtown, PA 18940. Emily Bushnell. Ms. Bushnell is an owner and operator of Tranquility Lake Farms LLC. Mrs. Bushnell's address is PO Box 7188, Rancho Santa Fe, CA 92067. The Administrative Trust U/ Wygod Family RV. Mr. Wygod and Mrs. Bushnell are co-trustees of the trust. The address for the trust is PO Box 7188, Rancho Santa Fe, CA 92067. The Wygod Family REV LT U/T/A. Mr. Wygod and Ms. Bushnell are co-trustees of the trust. The address for the trust is PO Box 7188, Rancho Santa Fe, CA 92067. Not applicable for the Estate of Martin J. Wygod. Anthony Vuolo. Mr. Vuolo's address is 21 Coach Lane Upper Saddle River, NJ 07458. The Max Wygod Family Dynasty Trust. Mr. Vuolo is trustee of the trust. The address for the trust is C/O Anthony Vuolo, Trustee 21 Coach Lane Upper Saddle River, NJ 07458. Larry N. Feinberg. Mr. Feinberg's address is 500 W. Putnam Avenue, Greenwich, CT 06830. Partners, Institutional Partners, Ten Fund, Retirement Plan, Foundation, Oracle Associates, and Investment Manager (the "Entities"). Mr. Feinberg is managing member of Oracle Associates, which is general partner of Partners, Institutional Partners, and Ten Fund. Mr. Feinberg is also trustee of Retirement Plan and Foundation and President of Investment Manager. The address for the Entities is 500 W. Putnam Avenue, Greenwich, CT 06830. Adam Usdan. Mr. Usdan's address is 2388 S Ocean Blvd, Highland Beach, FL 33487. The Feinberg Children's Trust. Mr. Usdan is trustee of the trust. The address for the trust is 2388 S Ocean Blvd, Highland Beach, FL 33487. Adam H. Dublin. Mr. Dublin's address is 41 University Drive, Suite 400, Newtown, PA 18940. Phyllis Dublin. Ms. Dublin's address is 41 University Drive, Suite 400, Newtown, PA 18940. Edward Francis Spaniel, Jr. Mr. Spaniel's address is 41 University Drive, Suite 400, Newtown, PA 18940. The Adam H. Dublin 2019 Family Trust. Ms. Dublin and Mr. Spaniel are co-trustees of the trust. The address for the trust is 936 Sheridan Rd. Wilmette, IL 60091. Thomas J. Coleman. Mr. Coleman's address is 55 Railroad Avenue, 2nd Floor, Greenwich, CT 06830. Carl Berg. Mr. Berg's address is 30 Park Place, Apt. 61A, New York, NY 10007. Marble Lane Partners. David Mehlman is managing member of the partnership. The address for the partnership is 417 S. Barrington Avenue, #308, Los Angeles, CA 90049. Michael Sawyer. Mr. Sawyer's address is 2831 S Bayshore Drive, Unit 1403, Coconut Grove, FL 33133. Keri Cameron. Ms. Cameron's address is 11 Quintard Avenue, Old Greenwich, CT 06870. Nell and Jane Cameron 2006 Trust. Ms. Cameron is trustee of the trusts. The address for the trusts is 11 Quintard Avenue, Old Greenwich, CT 06870. Shahir Kassam-Adams. Mr. Kassam-Adams' address is 360 Laurel Lane, Lovingston, VA 22949. 360 Ventures, LLC. Mr. Kassam-Adams is the general manager. The address for the company is 360 Laurel Lane, Lovingston, VA 22949. Charles Mele. Mr. Mele's address is 600 SE 5th Avenue, Apt. S707, Boca Raton, FL 33432. Michael Glick. Mr. Glick's address is 11 5th Avenue, Apt. 10-G, New York, NY 10003. None None United States 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 Issuer'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. On August 25, 2025, the Reporting Persons (each, an "Initial Consortium Member," and together with any additional parties, who may, after the date hereof, join 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. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the Common Stock beneficially owned by each Reporting Person. 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. 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. 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. To the knowledge of the Reporting Persons, no person other than each respective Reporting Person 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 such Reporting Persons. Not applicable. 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. Exhibit 99.1 - Offer Letter, dated August 25, 2025 Exhibit 99.2 - Consortium Agreement, dated August 25, 2025. 2025 Acquisition Corp /s/ Max C. Wygod Max C. Wygod 08/25/2025 Wygod Max C /s/ Max C. Wygod Max C. Wygod 08/25/2025 Emily Bushnell /s/ Emily Bushnell Emily Bushnell 08/25/2025 ADMINISTRATIVE TRUST U/ WYGOD FAMILY RV /s/ Max C. Wygod Max C. Wygod, Co-Trustee 08/25/2025 /s/ Emily Bushnell Emily Bushnell, Co-Trustee 08/25/2025 Anthony Vuolo /s/ Anthony Vuolo Anthony Vuolo 08/25/2025 WYGOD FAMILY REV LT U/T/A /s/ Emily Bushnell Emily Bushnell, Co-Trustee 08/25/2025 /s/ Max C. Wygod Max C. Wygod, Co-Trustee 08/25/2025 MAX WYGOD FAMILY DYNASTY TRUST /s/ Anthony Vuolo Anthony Vuolo, Trustee 08/25/2025 FEINBERG LARRY N /s/ Larry N. Feinberg Larry N. Feinberg 08/25/2025 ORACLE PARTNERS, L.P. /s/ Larry N. Feinberg Larry N. Feinberg, Managing Member 08/25/2025 ORACLE INSTITUTIONAL PARTNERS, L.P. /s/ Larry N. Feinberg Larry N. Feinberg, Managing Member 08/25/2025 ORACLE TEN FUND, L.P. /s/ Larry N. Feinberg Larry N. Feinberg, Managing Member 08/25/2025 ORACLE INVESTMENT MANAGEMENT, INC. EMPLOYEES' RETIREMENT PLAN /s/ Larry N. Feinberg Larry N. Feinberg, Trustee 08/25/2025 THE FEINBERG FAMILY FOUNDATION /s/ Larry N. Feinberg Larry N. Feinberg, Trustee 08/25/2025 ORACLE ASSOCIATES, LLC /s/ Larry N. Feinberg Larry N. Feinberg, Managing Member 08/25/2025 ORACLE INVESTMENT MANAGEMENT, INC. /s/ Larry N. Feinberg Larry N. Feinberg, President 08/25/2025 FEINBERG CHILDREN'S TRUST /s/ Adam Usdan Adam Usdan, Trustee 08/25/2025 USDAN ADAM /s/ Adam Usdan Adam Usdan 08/25/2025 Adam H. Dublin /s/ Adam H. Dublin Adam H. Dublin 08/25/2025 ADAM H. DUBLIN 2019 FAMILY TRUST /s/ Edward F. Spaniel, Jr. Edward F. Spaniel, Jr., Co-Trustee 08/25/2025 Phyllis Dublin /s/ Phyllis Dublin Phyllis Dublin 08/25/2025 Edward F. Spaniel, Jr. /s/ Edward F. Spaniel, Jr. Edward F. Spaniel, Jr. 08/25/2025 Carl Berg /s/ Carl Berg Carl Berg 08/25/2025 MARBLE LANE PARTNERS I, LLC /s/ David Mehlman David Mehlman, Managing Member 08/25/2025 Michael Sawyer /s/ Michael Sawyer Michael Sawyer 08/25/2025 NELL AND JANE CAMERON 2006 TRUST /s/ Keri Cameron Keri Cameron, Trustee 08/25/2025 Shahir Kassam-Adams /s/ Shahir Kassam-Adams Shahir Kassam-Adams 08/25/2025 360 Ventures, LLC /s/ Shahir Kassam-Adams Shahir Kassam-Adams, General Manager 08/25/2025 Charles Mele /s/ Charles Mele Charles Mele 08/25/2025 Michael Glick /s/ Michael Glick Michael Glick 08/25/2025 EX-99.1 2 ss5247282_ex9901.htm OFFER LETTER

Strictly Confidential

August 25, 2025

Board of Directors

Forian Inc.

41 University Drive, Suite 400

Newtown, Pennsylvania, 18940

 

Dear Members of the Board of Directors:

We are pleased to submit this non-binding proposal to acquire all of the outstanding shares of common stock of Forian Inc. (“Forian” or the “Company”) that we do not currently own (the “Transaction”) for $2.10 per share in cash (the “Offer Price”). We are a consortium, led by Max Wygod, the CEO and Executive Chair of the Company, together with the entities and individuals set forth on Exhibit A hereto. In the aggregate, presently our consortium, including inside directors, Adam Dublin and Shahir Kassam-Adams, represents a majority of the Company’s outstanding shares, based on the aggregate number of shares of the Company’s common stock reported on the Company’s most recently filed report on Form 10-Q.

We firmly believe that our proposed Transaction is in the best interests of Forian stockholders and other stakeholders, including its employees, clients, and end-users. As a public company, Forian’s low float depresses liquidity, slows the recognition of value in the markets, and widens the valuation disparity between the Company and comparable private peers. Furthermore, we do not believe that it makes sense for Forian, to be subject to the expense, distraction and administrative burden of quarterly reporting requirements and Sarbanes-Oxley compliance obligations. The Transaction addresses these considerations while providing public stockholders with immediate liquidity and certainty of value at a premium to current trading levels. We have summarized the proposed key terms of the Transaction below, which are supplemented by the term sheet attached hereto as Exhibit B:

Offer Price

We are prepared to offer $2.10 per share in cash for all of the outstanding shares of common stock of the Company that we do not currently own. This offer represents a substantial premium to relevant trading metrics, including a 19% premium to the closing price as of August 22, 2025.

Our proposal assumes an aggregate of approximately 31 million shares of common stock of the Company are outstanding immediately prior to the consummation of the Transaction.

Offer and Definitive Agreement

We anticipate that the Transaction will be structured as a two-step process, as outlined in Exhibit B. The definitive merger agreement, which will be negotiated on mutually-acceptable terms, will contain customary terms and conditions for transactions of a similar size and nature, which are further described in Exhibit B. Given our knowledge of the Company, we expect to be in a position to execute a definitive agreement promptly. Following the execution of a definitive agreement, we intend to commence a tender offer to acquire all of the outstanding shares of common stock of the Company that we do not currently own to be followed immediately by a short-form merger.

   

 

Financing

As part of the Transaction, we would plan to contribute all of our current equity interests in the Company, which account for in excess of approximately 63% of the shares of common stock outstanding. We intend to fund the Transaction by utilizing a combination of personal resources, third-party financing and the Company’s net cash at closing. We are highly confident the financing can be arranged on an expedited basis.

Due Diligence

The Transaction would be subject to satisfactory completion by us of customary due diligence of the Company. Given our history with Forian, we anticipate that the remaining due diligence will be limited in scope and can be completed quickly, assuming that the requested information is provided in a timely manner. We are prepared to commence our confirmatory due diligence review immediately and note that, among other items, we will need access to the Company’s general counsel, members of the Company’s finance team, including the Chief Financial Officer, and certain other key individuals identified in the due diligence process.

Disclosure

In accordance with our legal obligations, we will promptly file a Schedule 13D, including a copy of this letter.

Advisors

To assist us in consummating the proposed Transaction, we have engaged Allen Overy Shearman Sterling US LLP (“AOS”) as legal counsel.

Our proposal is a non-binding expression of interest only and does not constitute an offer to purchase the Company or any securities or assets of the Company. We reserve the right to withdraw or modify our proposal at any time. No legal obligation with respect to our proposal or any other transaction shall arise unless and until we have executed definitive transaction documentation with the Company.

We would welcome the opportunity to engage with you to further explain the merits of our proposal and work with the Board and any Special Committee to be established to explore a Transaction. To the extent you have any questions with regard to our proposal, please feel free to contact Max Wygod or our advisors at AOS.

[Signature page follows]

 2 

 

 

Sincerely,

/s/ Max Wygod  
Max Wygod  

 

   

 

 

Exhibit A

Consortium Members[1]

1.                  Anthony Vuolo

2.                  Max C. Wygod Family Dynasty Trust

3.                  Estate of Martin J. Wygod

4.                  Administrative Trust U/ Wygod Family RV

5.                  Wygod Family REV LT U/T/A

6.                  Adam H. Dublin 2019 Family Trust

7.                  Adam Dublin

8.                  Carl Berg

9.                  Marble Lane Partners I, LLC

10.              Oracle Partners, L.P.

11.              Oracle Institutional Partners, L.P.

12.              Oracle Ten Fund, L.P.

13.              Oracle Investment Management, Inc. Employees’ Retirement Plan

14.              The Feinberg Family Foundation

15.              Oracle Associates, LLC

16.              Oracle Investment Management, Inc.

17.              Emily Bushnell

18.              Michael Sawyer

19.              Nell and Jane Cameron 2006 Trust

20.              Shahir Kassam-Adams

21.              Charles Mele

22.              Michael and Sharon Glick

 

 

[1] Note: Includes any trusts or other entities over which such person has control.

   

 

 

Exhibit B

Term Sheet

 

 

 

 

 

 

   

 

 

Term Sheet For Proposed Take-Private Transaction

The following is a non-binding, indicative term sheet summarizing the principal terms of the proposed acquisition of Forian, Inc. (the “Company”) by a special purpose acquisition vehicle to be formed for the purpose of such acquisition (the “Purchaser”), via a two-step tender offer and back-end merger (the “Transaction”).

Consortium and Formation of Purchaser

Certain stockholders (the “Consortium Stockholders”) of the Company to enter into a Consortium Agreement providing for their joint participation in the Transaction.

The Consortium Stockholders will form the Purchaser entity prior to entry into the Merger Agreement.

Transaction Structure

At the closing, and assuming the closing conditions are met, the Consortium Stockholders will contribute their shares of Common Stock of the Company to Purchaser. Purchaser shall, at the closing, acquire 100% of the outstanding equity interests of the Company not already owned by Purchaser through a two-step process:

(i)           a cash tender offer for all outstanding shares of the Company (the “Offer”); followed by

(ii)         a merger of a wholly-owned subsidiary of Purchaser with and into the Company under Section 251(h) of the DGCL (the “Merger”).

It is anticipated that the Transaction will be treated as a tax-free exchange to the Consortium Stockholders.

Purchase Price The purchase price per share of common stock in both the Offer and Merger will be $2.10.
Treatment of Equity Incentive Awards Any out-of-the-money stock options will be cancelled, any unvested RSUs will be assumed by the Purchaser and any vested RSUs will receive Merger proceeds.
Conditions to the Transaction

The Transaction as a whole will be conditioned upon the approval by a special committee of the board of directors of the Company, provided that such committee comprises disinterested directors that are independent and empowered to consider the proposal.

The Transaction will also be conditioned upon the execution of satisfactory employment agreements with key management personnel.

The Offer will be conditioned on certain customary closing conditions, including that at least a majority of outstanding shares of the Company are acquired by the Purchaser (either through the contribution by the Consortium Stockholders or tendered in the Offer).

Financing The Offer and Merger will be funded with a combination of personal funds, third-party financing and cash from the balance sheet of the Company.  The Offer and Merger will be conditioned upon receipt of such financing.  
Consents and Regulatory Approvals No third-party consents or regulatory approvals are expected to be required to effect the transaction, which we will confirm promptly in the course of our due diligence.

 

 

 2 

 

 EX-99.2 3 ss5247282_ex9902.htm CONSORTIUM AGREEMENT

Strictly Confidential 

CONSORTIUM AGREEMENT

 

This CONSORTIUM AGREEMENT, dated as of August 25, 2025 (this “Agreement”), is made by and among Mr. Max Wygod (the “Founder”), and each person who delivers a duly executed signature page hereto (together with the Founder, each a “Party,” and collectively, the “Parties”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 8.1 hereof.

 

WHEREAS, the Parties propose to respectively use best efforts to develop and undertake a take-private acquisition transaction (the “Transaction”) with respect to Forian, Inc., a company incorporated under the laws of Delaware and listed on the NASDAQ Stock Market (the “NASDAQ”) (the “Company”), pursuant to which a special purpose vehicle formed by the Parties or their Affiliates (the “SPV”) to acquire all of the outstanding Company Shares not already beneficially owned by the Parties or any of their Affiliates, and the Company would be delisted from the NASDAQ and deregistered under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

 

WHEREAS, the Parties anticipate that the Transaction will be structured as a tender offer followed by a merger pursuant to Section 251(h) of the Delaware General Corporation Law; and

 

WHEREAS, on or about the date hereof, the Founder intends to submit a preliminary non-binding proposal to the board of directors of the Company (the “Board”) in connection with the Transaction in substantially the form attached as Exhibit A hereto (the “Proposal”).

 

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

 

  1. Proposal and Consortium; Participation

 

1.1 Proposal and Consortium. The Founder shall submit the Proposal to the Board on or about the date hereof and shall use his good faith efforts to further the implementation of the Transaction as soon as practical.

 

1.2 Participation. The Parties agree to act in good faith to pursue the Transaction as a consortium acting together as contemplated by this Agreement.

 

 

2.

 

Cooperation

 

2.1 Cooperation. During the term of this Agreement each party agrees:

 

(a) subject to Section 2.2, to work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Company and its business; (ii) conduct negotiations with the Company; and (iii) prepare, negotiate and finalize the definitive documents in connection with the Transaction; and

(b) that no Party shall transfer all or any portion of its equity interests in the Company, whether voluntarily or involuntarily, except in connection with the Transaction.

Notwithstanding the foregoing provisions of this Section 2.1, to the extent the Company (including the Board or any committee thereof) specifically requests that any Party who is a director or officer of the Company to cooperate in respect of a bona fide written Alternative Transaction that was not made, sought, initiated, solicited, encouraged, induced, facilitated or joined by such Party, and such Party (solely in his or her capacity as a member of the Board or as an officer and not in his or her capacity as a shareholder) determines that he or she is obligated in such capacity to cooperate with the Company (including the Board or any committee thereof) in order to comply with his or her fiduciary duties under Delaware law, such Party may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity.

 

2.2 Negotiation of the Transaction. The Founder shall lead negotiations of the Transaction with the Company on behalf of the Parties. The Founder shall keep the Parties advised on the status of discussions from time to time, as and when reasonably appropriate, and shall consult with the Parties with respect to any material change to the terms in Exhibit A.

 

 

[Signature Pages to Consortium Agreement]

  

 

 

3. The Definitive Documents

3.1 Definitive Documents. Prior to the signing of the definitive merger agreement (the “Merger Agreement”), the Parties shall negotiate in good faith acting reasonably, the final form of an investors agreement applicable to the SPV (the “Investors Agreement”) and such other agreements in connection with the consummation of the Transaction (the “Closing”) as they mutually determine are necessary or advisable (the Investors Agreement and such other documents being the “Definitive Documents”). The Definitive Documents shall contain, among other customary and reasonable provisions as the Parties unanimously may agree, provisions relating to the management of the SPV, the respective rights of the Parties as owners of the SPV, the composition of the Board of Directors of the SPV, preemptive rights, rights of first offer and take-along rights, and the transferability of interests in the SPV.

 

  4. Termination

 

4.1 Termination. This Agreement will terminate on the earliest of:

 

(a) At such time as the Parties have agreed in writing to terminate the Agreement;

 

(b) the date that is 180 days after the date of this Agreement or such later date as the Parties shall agree;

 

(c) the date of execution of the Investors Agreement; or

 

(d) the date of any formal termination of discussions of the Transaction by the Board or any committee thereof;

 

provided that, in the case of termination pursuant to clause (b), (c) or (d), such termination shall occur automatically and without any further action by any Party.

 

4.2 Effect of Termination.

 

(a) Upon termination of this Agreement pursuant to Section 4.1 (Termination), each of Section 4.2 (Effect of Termination), Section 5.1(b) (Expenses and Fee Sharing), and Article 6 (Miscellaneous) shall continue to bind the Parties. For the avoidance of doubt, any nondisclosure agreement between or among Parties shall survive termination of this Agreement in accordance with its terms.

 

(b) Without prejudice to Section 4.2(a), except for any liability for failure to comply with the terms of this Agreement prior to its termination which shall survive such termination, the Parties shall not otherwise be liable to each other in relation to this Agreement after termination.

 

  5. Transaction Costs

 

5.1 Expenses and Fee Sharing.

 

(a) Upon consummation of the Transaction, the Parties shall cause the Company to reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction (collectively, the “Consortium Transaction Expenses”), including, for the avoidance of doubt, the reasonable fees, expenses and disbursements of the advisors retained by the Parties in connection with the Transaction (each as named in Schedule B or as otherwise agreed in writing by the Parties) (including those costs and expenses incurred in connection with any due diligence investigation with respect to the Company, but excluding fees, expenses and disbursements of any separate advisors retained by a Party unless such fees, expenses and disbursements are agreed to in writing in advance by the Parties).

  

 

 

 

(b) If an agreement and plan of merger involving the Company for purposes of effecting the Merger Agreement is not entered into prior to the termination of this Agreement in accordance with the terms hereof, the Parties shall share (allocated among the Parties in proportion to the number of equity securities in the Company each would have held (directly or indirectly) if the closing pursuant to the Merger Agreement had occurred) the Consortium Transaction Expenses incurred in connection with the Transaction.

 

 

 

6.

 

Miscellaneous

 

6.1 Additional Parties. From time to time after the date hereof, additional Parties may join this Agreement by delivering a duly executed counterpart signature page hereto, that is accepted by the Founder. Any such additional Party shall be deemed a Party hereunder with all rights and obligations thereof, without any further action required by any other Parties.

 

6.2 Entire Agreement. This Agreement constitutes the entire agreement among the Parties and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to the subject matter of the foregoing.

 

6.3 Counterparts. This Agreement may be executed in counterparts and all counterparts taken together shall constitute one document.

 

6.4 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Delaware without regard to the conflicts of law principles thereof.

 

6.5 Dispute Resolution. Any disputes, actions and proceedings against any Party arising out of or in any way relating to this Agreement shall be brought exclusively in the Court of Chancery of the State of Delaware.

 

 

 

7.

 

Notices

 

 

 

7.1

 

Notices.

 

Any notice, request, instruction or other document to be provided hereunder by any Party to another Party shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, or by facsimile, overnight courier or electronic mail, to the following address of such other Party or to such other address or facsimile number or electronic mail address as such other Party may hereafter specify for the purpose by notice to the other Parties hereto:

 

If to the Founder, to:

 

Max Wygod

c/o Forian, Inc.

41 University Drive, Suite 400

Newtown, PA 18940

 

with a copy to:

Allen Overy Shearman Sterling US LLP

599 Lexington Ave

New York, NY 10022

Email: CCondon@AOShearman.com; Chris.Forrester@AOShearman.com

 

 

if to any other Party, to the address(es) provided under such Party’s signature on its signature page hereto.

  

 

 

 

All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.

 

 

8.

 

Definitions and Interpretations

 

 

 

8.1

 

Definitions. In this Agreement, unless the context requires otherwise:

 

“Affiliate” shall mean, with respect to any person, any other person that, directly or indirectly, Controls, is Controlled by or is under common Control with such specified person and “Affiliates” shall be construed accordingly.

 

“Alternative Transaction” means any inquiry, proposal or offer from any person (other than the Consortium) relating to (i) any direct or indirect acquisition or purchase of any capital stock or other equity interest representing a controlling interest in the Company, or a merger, consolidation or other business combination transaction involving a change of control of the Company or any of its material subsidiaries, material variable interest entities or subsidiaries thereto or (ii) a transfer, sale or lease of all or substantially all of the assets of the Company or any of its material subsidiaries, material variable interest entities or subsidiaries thereto that are used or have been used in the conduct of their respective businesses.

 

“Business Day” means, any day on which banks are not required or authorized to close in the City of New York.

 

“Company Shares” means, collectively, shares of common stock, par value $0.001 per share, issued by the Company.

“Consortium” means the consortium formed by the Parties to undertake the Transaction.

“Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities or the possession of voting power, as trustee or executor, contract or otherwise.

 

  

[Signatures begin on next page]

 

  

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

   
   
 

 

/s/ Anthony Vuolo

 
 

Anthony Vuolo

 

Notice details:

 
  Address: 21 Coach Lane Upper Saddle River, NJ 07458
  E-mail: Tvuolo10271@gmail.com

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Pages to Consortium Agreement]

  

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

   
   
                                                                                       By:

Entity Name: Max Wygod Family Dynasty Trust

 

 

 

/s/ Anthony Vuolo

 
 

Name: Anthony Vuolo

Title: Trustee

 

Notice details:

 
  Address: 21 Coach Lane Upper Saddle River, NJ 07458
  Email: Tvuolo10271@gmail.com
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Pages to Consortium Agreement]

  

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

 

   
   
                                                                                       By:

Entity Name: Estate of Martin J. Wygod

 

 

/s/ Max C. Wygod

 
 

Name: Max C. Wygod

Title: Executor

 

 
     
     
   
   
                                                                                       By:

Entity Name: Administrative Trust U/ Wygod Family RV

 

 

 

/s/ Max C. Wygod

 
 

Name: Max C. Wygod

Title: Co-trustee

 

 

 

 

 

                                                                                       By:

Entity Name: Wygod Family REV LT U/T/A

 

 

 

/s/ Max C. Wygod

 
 

Name: Max C. Wygod

Title: Co-trustee

 

 

 

 

Notice details:

 
  Address: 443 Greenwich St., New York, NY 10013
  E-mail: maxwygod@gmail.com

 

 

 

[Signature Pages to Consortium Agreement]

  

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

   
   
 

 

 

 

 

/s/ Edward F. Spaniel, Jr.

 
 

Name: Edward F. Spaniel, Jr.

 

Notice details:

 
  Address: 7301 Huron Lane, Philadelphia, PA 19119
  E-mail: efspaniel@gmail.com

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Pages to Consortium Agreement]

  

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

   
   
                                                                                       By:

Entity Name: Adam H. Dublin 2019 Family Trust

 

 

 

/s/ Edward F. Spaniel, Jr.

 
 

Name: Edward F. Spaniel, Jr.

Title: Co-Trustee

 

Notice details:

 
  Address: c/o Phyllis Dublin, Co-Trustee, 936 Sheridan Rd., Wilmette, IL 60091
  E-mail: efspaniel@gmail.com

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Pages to Consortium Agreement]

  

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

   
   
 

 

 

/s/ Adam Dublin

 
 

Adam Dublin

 

Notice details:

 
  Address: 936 Sheridan Rd., Wilmette, IL 60091
  E-mail: Adublin10@outlook.com

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Pages to Consortium Agreement]

  

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

   
   
                                                                                       By:

 

 

 

/s/ Carl Berg

 
 

Name: Carl Berg

 

Notice details:

 
  Address: 30 Park Place, Apt. 61A, New York, NY 10007
     
 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Pages to Consortium Agreement]

  

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

Entity Name: Marble Lane Partners I, LLC

 

   
   
                                                                                       By: /s/ David Mehlman
 
 

Name: David Mehlman

Title: Managing Member

 

Notice details:

 
  Address: 417 S. Barrington Avenue, #308, Los Angeles, CA 90049
  E-mail: david@arecaholdings.com

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Pages to Consortium Agreement]

  

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

   
  Entity Name: Oracle Partners, L.P.
                                                                                       By:

 

 

/s/ Larry N. Feinberg

 
 

Name: Larry N. Feinberg

Title: Managing Partner

 

 

 

 

 

 

 

 

  Entity Name: Oracle Institutional Partners, L.P.
                                                                                       By:

 

 

/s/ Larry N. Feinberg

 
 

Name: Larry N. Feinberg

Title: Managing Partner

 

 

 

 
 

Entity Name: Oracle Ten Fund, L.P.

 

 

                                                                                       By: /s/ Larry N. Feinberg
 
 

Name: Larry N. Feinberg

Title: Managing Partner

 

 

 

 

Entity Name: Oracle Investment Management, Inc. Employees’ Retirement Plan

 

 

 

 

[Signature Pages to Consortium Agreement]

  

 

 

                                                                                       By: /s/ Larry N. Feinberg
 
 

Name: Larry N. Feinberg

Title: CIO

     
 

 

 

 

Entity Name: The Feinberg Family Foundation

 

                                                                                       By:

 

/s/ Larry N. Feinberg

 
 

Name: Larry N. Feinberg

Title: CIO

 

 

 

 

Entity Name: Oracle Associates, LLC

 

                                                                                       By: /s/ Larry N. Feinberg
 
 

Name: Larry N. Feinberg

Title: CIO

 

Entity Name: Oracle Investment Management, Inc.

 

                                                                                       By:

 

/s/ Larry N. Feinberg

 
 

Name: Larry N. Feinberg

Title: President

 

Notice details:

Address: 177 West Putnam Avenue, Greenwich, CT 06830

  

[Signature Pages to Consortium Agreement]

  

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

Entity Name:  Feinberg Children's Trust

 

   
   
                                                                                       By: /s/ Adam Usdan
 
 

Name: Adam Usdan

Title: Trustee

 

Notice details:

 
  Address: 2388 S Ocean Blvd., Highland Beach, FL 33487
  E-mail: ausdan@trellus.com

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Pages to Consortium Agreement]

  

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

   
  Entity Name: Administrative Trust U/ Wygod Family RV
                                                                                       By:

 

 

/s/ Emily Bushnell

 
 

Name: Emily Bushnell

Title: Co-Trustee

 

 

 

 

 

 

 

  Entity Name: Wygod Family REV LT U/T/A
                                                                                       By:

 

 

/s/ Emily Bushnell

 
 

Name: Emily Bushnell

Title: Co-Trustee

 

 

 

 
                                                                                       By: /s/ Emily Bushnell
 
  Name: Emily Bushnell


     
 
 

Notice details:

Address: 131 Katonahs Wood Rd., Bedford Hills, NY 10536

 

 

[Signature Pages to Consortium Agreement]

  

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

   
   
  /s/ Michael Sawyer
 
 

Michael Sawyer

 

Notice details:

 
  Address: 2831 S Bayshore Dr., Coconut Grove, FL 33133
  E-mail: michaeljamessawyer@gmail.com
 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Pages to Consortium Agreement]

  

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

   
   
                                                                                       By:

Entity Name: Nell and Jane Cameron 2006 Trust

 

/s/ Keri Cameron

 
 

Name: Keri Cameron

Title: Trustee

 

Notice details:

 
  Address: 11 Quintard Avenue, Old Greenwich, CT 06870
  E-mail: kerigrace@gmail.com
 

 

  

 

 

[Signature Pages to Consortium Agreement]

   

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

   
   
  /s/ Shahir Kassam-Adams
 
 

Shahir Kassam-Adams

 

Notice details:

 
  Address: 360 Laurel Lane, Lovingston, VA 22949
  E-mail: skassamadams@gmail.com
 

 

  

 

 

 

 

 

[Signature Pages to Consortium Agreement]

  

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

   
   
                                                                                       By:

Entity Name: 360 Ventures, LLC

 

/s/ Shahir Kassam-Adams

 
 

Name: Shahir Kassam-Adams

Title: General Manager

 

Notice details:

 
  Address: 360 Laurel Lane, Lovingston, VA 22949
  E-mail: skassamadams@gmail.com
 

 

  

 

 

 

 

 

 

 

[Signature Pages to Consortium Agreement]

   

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

   
   
  /s/ Charles Mele
 
 

Charles Mele

 

Notice details:

 
  Address: 600 SE 5th Ave., Apt. S707, Boca Raton, FL 33432
  E-mail: charlesmele@mac.com
 

 

  

 

 

 

 

 

 

 

 

 

 

[Signature Pages to Consortium Agreement]

  

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

   
   
  /s/ Michael Glick
 
 

Michael Glick

 

/s/ Sharon Glick ________________________________
Sharon Glick

 

 

Notice details:

 
  Address: 11 5th Ave., Apt. 10-G, New York, NY 10003
  E-mail: mbglick@mac.com; sharon.glick2009@gmail.com
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Pages to Consortium Agreement]

  

 

 

 

Exhibit A

Offer Letter and Term Sheet

 

 

 

 

 

 

 

 

 

  

 

August 25, 2025

Board of Directors

Forian Inc.

41 University Drive, Suite 400

Newtown, Pennsylvania, 18940

 

Dear Members of the Board of Directors:

We are pleased to submit this non-binding proposal to acquire all of the outstanding shares of common stock of Forian Inc. (“Forian” or the “Company”) that we do not currently own (the “Transaction”) for $2.10 per share in cash (the “Offer Price”). We are a consortium, led by Max Wygod, the CEO and Executive Chair of the Company, together with the entities and individuals set forth on Exhibit A hereto. In the aggregate, presently our consortium, including inside directors, Adam Dublin and Shahir Kassam-Adams, represents a majority of the Company’s outstanding shares, based on the aggregate number of shares of the Company’s common stock reported on the Company’s most recently filed report on Form 10-Q.

We firmly believe that our proposed Transaction is in the best interests of Forian stockholders and other stakeholders, including its employees, clients, and end-users. As a public company, Forian’s low float depresses liquidity, slows the recognition of value in the markets, and widens the valuation disparity between the Company and comparable private peers. Furthermore, we do not believe that it makes sense for Forian, to be subject to the expense, distraction and administrative burden of quarterly reporting requirements and Sarbanes-Oxley compliance obligations. The Transaction addresses these considerations while providing public stockholders with immediate liquidity and certainty of value at a premium to current trading levels. We have summarized the proposed key terms of the Transaction below, which are supplemented by the term sheet attached hereto as Exhibit B:

Offer Price

We are prepared to offer $2.10 per share in cash for all of the outstanding shares of common stock of the Company that we do not currently own. This offer represents a substantial premium to relevant trading metrics, including a 19% premium to the closing price as of August 22, 2025.

Our proposal assumes an aggregate of approximately 31 million shares of common stock of the Company are outstanding immediately prior to the consummation of the Transaction.

Offer and Definitive Agreement

We anticipate that the Transaction will be structured as a two-step process, as outlined in Exhibit B. The definitive merger agreement, which will be negotiated on mutually-acceptable terms, will contain customary terms and conditions for transactions of a similar size and nature, which are further described in Exhibit B. Given our knowledge of the Company, we expect to be in a position to execute a definitive agreement promptly. Following the execution of a definitive agreement, we intend to commence a tender offer to acquire all of the outstanding shares of common stock of the Company that we do not currently own to be followed immediately by a short-form merger.

  

 

 

Financing

As part of the Transaction, we would plan to contribute all of our current equity interests in the Company, which account for in excess of approximately 63% of the shares of common stock outstanding. We intend to fund the Transaction by utilizing a combination of personal resources, third-party financing and the Company’s net cash at closing. We are highly confident the financing can be arranged on an expedited basis.

Due Diligence

The Transaction would be subject to satisfactory completion by us of customary due diligence of the Company. Given our history with Forian, we anticipate that the remaining due diligence will be limited in scope and can be completed quickly, assuming that the requested information is provided in a timely manner. We are prepared to commence our confirmatory due diligence review immediately and note that, among other items, we will need access to the Company’s general counsel, members of the Company’s finance team, including the Chief Financial Officer, and certain other key individuals identified in the due diligence process.

Disclosure

In accordance with our legal obligations, we will promptly file a Schedule 13D, including a copy of this letter.

Advisors

To assist us in consummating the proposed Transaction, we have engaged Allen Overy Shearman Sterling US LLP (“AOS”) as legal counsel.

Our proposal is a non-binding expression of interest only and does not constitute an offer to purchase the Company or any securities or assets of the Company. We reserve the right to withdraw or modify our proposal at any time. No legal obligation with respect to our proposal or any other transaction shall arise unless and until we have executed definitive transaction documentation with the Company.

We would welcome the opportunity to engage with you to further explain the merits of our proposal and work with the Board and any Special Committee to be established to explore a Transaction. To the extent you have any questions with regard to our proposal, please feel free to contact Max Wygod or our advisors at AOS.

[Signature page follows]

  

 

 

Sincerely,

 /s/ Max Wygod  
Max Wygod  

 

  

 

 

Exhibit A

Consortium Members[1]

1.                  Anthony Vuolo

2.                  Max C. Wygod Family Dynasty Trust

3.                  Estate of Martin J. Wygod

4.                  Administrative Trust U/ Wygod Family RV

5.                  Wygod Family REV LT U/T/A

6.                  Adam H. Dublin 2019 Family Trust

7.                  Adam Dublin

8.                  Carl Berg

9.                  Marble Lane Partners I, LLC

10.              Oracle Partners, L.P.

11.              Oracle Institutional Partners, L.P.

12.              Oracle Ten Fund, L.P.

13.              Oracle Investment Management, Inc. Employees’ Retirement Plan

14.              The Feinberg Family Foundation

15.              Oracle Associates, LLC

16.              Oracle Investment Management, Inc.

17.              Emily Bushnell

18.              Michael Sawyer

19.              Nell and Jane Cameron 2006 Trust

20.              Shahir Kassam-Adams

21.              Charles Mele

22.              Michael and Sharon Glick

 

 

[1] Note: Includes any trusts or other entities over which such person has control.

  

 

 

Exhibit B

Term Sheet

 

 

 

 

 

 

  

 

Term Sheet For Proposed Take-Private Transaction

The following is a non-binding, indicative term sheet summarizing the principal terms of the proposed acquisition of Forian, Inc. (the “Company”) by a special purpose acquisition vehicle to be formed for the purpose of such acquisition (the “Purchaser”), via a two-step tender offer and back-end merger (the “Transaction”).

Consortium and Formation of Purchaser

Certain stockholders (the “Consortium Stockholders”) of the Company to enter into a Consortium Agreement providing for their joint participation in the Transaction.

The Consortium Stockholders will form the Purchaser entity prior to entry into the Merger Agreement.

Transaction Structure

At the closing, and assuming the closing conditions are met, the Consortium Stockholders will contribute their shares of Common Stock of the Company to Purchaser. Purchaser shall, at the closing, acquire 100% of the outstanding equity interests of the Company not already owned by Purchaser through a two-step process:

(i)           a cash tender offer for all outstanding shares of the Company (the “Offer”); followed by

(ii)         a merger of a wholly-owned subsidiary of Purchaser with and into the Company under Section 251(h) of the DGCL (the “Merger”).

It is anticipated that the Transaction will be treated as a tax-free exchange to the Consortium Stockholders.

Purchase Price The purchase price per share of common stock in both the Offer and Merger will be $2.10.
Treatment of Equity Incentive Awards Any out-of-the-money stock options will be cancelled, any unvested RSUs will be assumed by the Purchaser and any vested RSUs will receive Merger proceeds.
Conditions to the Transaction

The Transaction as a whole will be conditioned upon the approval by a special committee of the board of directors of the Company, provided that such committee comprises disinterested directors that are independent and empowered to consider the proposal.

The Transaction will also be conditioned upon the execution of satisfactory employment agreements with key management personnel.

The Offer will be conditioned on certain customary closing conditions, including that at least a majority of outstanding shares of the Company are acquired by the Purchaser (either through the contribution by the Consortium Stockholders or tendered in the Offer).

Financing The Offer and Merger will be funded with a combination of personal funds, third-party financing and cash from the balance sheet of the Company.  The Offer and Merger will be conditioned upon receipt of such financing.  
Consents and Regulatory Approvals No third-party consents or regulatory approvals are expected to be required to effect the transaction, which we will confirm promptly in the course of our due diligence.