UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 25, 2025
FORIAN INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-40146
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85-3467693
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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41 University Drive,
Suite 400, Newtown,
PA
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18940
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (267) 225-6263
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.001 par value
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FORA
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 |
Regulation FD Disclosure
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On August 25, 2025, Forian Inc. (the “Company”), a leading provider of data science driven information and analytics solutions to the life science, healthcare and
financial services industries, announced that its Board of Directors has received an unsolicited, preliminary, non-binding proposal letter, dated August 25, 2025, from a group led by Forian founder, Executive Chairman and Chief Executive Officer Max
Wygod, to take the Company private at a proposed purchase price of $2.10 per share to the Company’s other shareholders. Mr. Wygod and the other participants in the proposal, including inside directors Adam Dublin and Shahir Kassam-Adams, beneficially
own approximately 63% of the Company’s common stock.
The Company’s Board of Directors has established a Special Committee consisting of independent directors. The Special Committee with its own advisors will evaluate the
proposal and determine the appropriate course of action and process.
The proposal will be conditioned on, among other things, the receipt of financing for the transaction, the negotiation and execution of satisfactory employment
agreements and a definitive acquisition agreement as well as approval of the proposal by the Special Committee and the acquisition (including by tender) of a majority of the shares of the Company’s common stock.
A copy of the press release, which includes a copy of the Letter, is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in any such filing.
| Item 9.01 |
Financial Statements and Exhibits
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The Company hereby files or furnishes, as applicable, the following exhibits:
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Press Release, dated August 25, 2025 (furnished herewith)
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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FORIAN INC.
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Dated: August 25, 2025
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By:
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/s/ Michael Vesey
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Name:
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Michael Vesey
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Title:
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Chief Financial Officer
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