2025 Acquisition Company, LLC

SC TO-T/A 1 ny20069883x5_sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 FORIAN INC. (Name of Subject Company) BRAVO MERGER SUB, INC. a wholly owned subsidiary of 2025 ACQUISITION COMPANY, LLC (Names of Filing Persons (Offerors)) Common Stock, $0.001 par value per share (Title of Class of Securities) 34630N106 (CUSIP Number of Class of Securities) Max Wygod Chief Executive Officer Forian Inc. 41 University Drive, Suite 400 Newtown, PA 18940 Tell: (267) 225-6263 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) With a copy to : Creighton Condon Allen Overy Shearman & Sterling US LLP 599 Lexington Ave., New York, NY 10022 (212) 848-7628 ☒ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Not applicable Filing Party: 2025 Acquisition Company, LLC Bravo Merger Sub, Inc. Form or Registration No.: Schedule TO-T Date Filed: April 16, 2026 ☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: ☒ third-party tender offer subject to Rule 14d-1. ☐ issuer tender offer subject to Rule 13e-4. ☒ going-private transaction subject to Rule 13e-3. ☐ amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐ If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: ☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) This Amendment No.1 to the Tender Offer Statement on Schedule TO (together with any exhibits and annexes attached hereto, this “ Amendment No. 1 ”) is filed by (i) Bravo Merger Sub, Inc., a Maryland corporation (“ Merger Sub ”) and a direct wholly-owned subsidiary of 2025 Acquisition Company, LLC, a Delaware limited liability company (“ Parent ,” and together with Merger Sub, the “ Buyer Parties ”), and (ii) Parent. This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO, filed by the Buyer Parties with the U.S. Securities and Exchange Commission (the “ SEC ”) on April 16, 2026 (together with any amendments and supplements thereto, the “ Schedule TO ”). The Schedule TO relates to the offer by the Buyer Parties to purchase all of the issued and outstanding shares (each, a “ Share ” and collectively, the “ Shares ”) of common stock, par value $0.001 per share, of Forian Inc., a Maryland corporation (the “ Company ”), for $2.17 per Share, payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law, and on the terms and subject to the conditions set forth in the Offer to Purchase, dated April 16, 2026 (together with any amendments or supplements thereto, the “ Offer to Purchase ”) and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “ Letter of Transmittal ,” and together with the Offer to Purchase and other related materials, as each may be amended and supplemented from time to time, the “ Offer ”), copies of which are attached to this Schedule TO as Exhibits (a)(1)(a) and (a)(1)(b), respectively. The Offer does not include an offer to purchase any Shares owned by the Buyer Parties as of the commencement of the Offer (the “ Excluded Shares ”). Except as otherwise set forth in this Amendment No. 1, the information set forth in the Schedule TO, the Offer to Purchase (including all schedules thereto) and the Letter of Transmittal remains unchanged and is hereby expressly incorporated by reference to the extent relevant to the items in this Amendment No. 1. Amendments to the Offer to Purchase. The Offer to Purchase and Items 1 through 13 of the Schedule TO, to the extent such Items 1 through 13 incorporate by reference the information contained in the U.S. Offer to Purchase, are hereby amended and supplemented as follows: 1. The section of the Offer to Purchase entitled “The Tender Offer — Section 7. Certain Information Concerning Forian” is hereby amended and supplemented by adding the following paragraph as a new immediately preceding paragraph “ Historical Summary Financial Information The following tables set forth summary historical consolidated financial data for Forian as of and for each of the years ended December 31, 2025 and 2024. The summary financial data and the per Share data set forth below are extracted from, and should be read in conjunction with, the consolidated financial statements and other financial information contained in the Forian’s filings with the SEC. More comprehensive financial information is included in such filings (including management’s discussion and analysis of financial condition and results of operation) and other documents filed by Forian with the SEC, and the following summary is qualified in its entirety by reference to such reports and other documents and all of the financial information and notes contained therein. We incorporate herein by reference (i) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 27, 2026 and (ii) the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2026. Historical results are not necessarily indicative of results to be expected in any future period. 1 FORIAN INC. CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2025 AND 2024 December 31, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 12,903,760 $ 4,590,661 Marketable securities 18,647,229 30,492,088 Accounts receivable, net 5,643,100 3,971,702 Contract assets, net 2,439,223 2,586,712 Prepaid expenses 990,910 1,111,234 Other current assets 1,932,535 1,707,694 Total current assets 42,556,757 44,460,091 Property and equipment, net 29,428 46,652 Intangible assets, net 1,001,546 1,192,044 Right of use assets, net 12,137 35,560 Deposits and other assets 531,027 1,435,496 Total assets $ 44,130,895 $ 47,169,843 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 3,833,522 $ 982,665 Accrued expenses and other current liabilities 5,255,295 4,413,267 Short-term operating lease liabilities 12,137 23,423 Deferred revenues 5,251,193 4,487,686 Convertible notes payable, net of debt issuance costs (Note 11) ($0 and $6,000,000 in principal as of December 31, 2025 and December 31, 2024 was held by a related party. Refer to Note 14) — 6,697,649 Total current liabilities 14,352,147 16,604,690 Long-term liabilities: Other long-term liabilities — 512,137 Total long-term liabilities — 512,137 Total liabilities 14,352,147 17,116,827 Commitments and contingencies (Note 16) Stockholders' equity: Preferred Stock; par value $0.001; 5,000,000 Shares authorized; 0 issued and outstanding as of December 31, 2025 and December 31, 2024 — — Common Stock; par value $0.001; 95,000,000 Shares authorized; 31,072,251 issued and outstanding as of December 31, 2025 and 31,010,788 issued and outstanding as of December 31, 2024 31,073 31,011 Additional paid-in capital 82,536,827 79,937,115 Accumulated deficit (52,789,152 ) (49,915,110 ) Total stockholders' equity 29,778,748 30,053,016 Total liabilities and stockholders' equity $ 44,130,895 $ 47,169,843 2 FORIAN INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 For the Year Ended December 31, 2025 2024 Revenue $30,256,919 $20,153,263 Costs and Expenses: Cost of revenues 14,156,840 7,334,163 Research and