Forian Inc.

false 12-31 0001829280 0001829280 2026-05-15 2026-05-15 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): May 15, 2026 FORIAN INC. (Exact Name of Registrant as Specified in Charter) Maryland 001-40146 85-3467693 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 41 University Drive , Suite 400 , Newtown , PA 18940 (Address of principal executive offices) (Zip Code) 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value FORA The Nasdaq Stock Market LLC 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 2.01 Completion of Acquisition or Disposition of Assets As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) by the Forian Inc., a Maryland corporation (the “ Company ” or “ Forian ”) on April 3, 2026, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among the Company, 2025 Acquisition Company, LLC, a Delaware limited liability company (“ Parent ”), and Bravo Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of Parent (“ Purchaser ”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on April 16, 2026, Purchaser commenced a tender offer, as subsequently amended and supplemented on May 4, 2026 and May 7, 2026 (such offer, as amended and supplemented, the “ Offer ”) to acquire any and all of the issued and outstanding shares of common stock, par value $0.0001 per share of the Company (the “ Shares ”), at a purchase price of $2.17 per Share, in cash, without interest thereon and less any applicable tax withholding (the “ Offer Price ”). The Offer and related withdrawal rights expired as scheduled one minute after 11:59 p.m., Eastern time, on May 14, 2026 (such date and time, the “ Expiration Date ”), and the Offer was not further extended. Purchaser was advised by Broadridge Corporate Issuer Solutions, LLC, the depositary for the Offer, that, as of the Expiration Date, a total of 6,444,415 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing, with the beneficial ownership of Parent, approximately 91% of the issued and outstanding Shares as of the Expiration Date. As of the Expiration Date, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition (as defined in the Merger Agreement), and all other conditions to the Offer were satisfied or waived. Promptly after the Expiration Date, Purchaser accepted all Shares validly tendered and not validly withdrawn pursuant to the Offer and will promptly pay for all Shares accepted pursuant to the Offer. Parent completed the acquisition of the Company on May 15, 2026 (the “ Closing Date ”), by causing Purchaser to merge with and into the Company (the “ Merger ”) pursuant to Section 3-106.1(c) of the Maryland General Corporation Law (the “ MGCL ”). At the Effective Time (as defined in the Merger Agreement), Purchaser was merged with and into the Company, the separate existence of Purchaser ceased and the Company continued as a wholly owned subsidiary of Parent (the “ Surviving Corporation ”). At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares held by any direct or indirect wholly-owned subsidiary of the Company, or by Parent, Purchaser or any other direct or indirect wholly owned subsidiary of Parent, (ii) any Shares irrevocably accepted for payment in the Offer, and (iii) Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and has properly exercised and perfected its demand for appraisal of such Shares in the time and manner provided in Section 3-202 of the MGCL and, as of the Effective Time, has neither effectively withdrawn nor lost such holder’s rights to such appraisal and payment under the MGCL (such shares, the “ Dissenting Shares ”)) will be converted into the right to receive the Offer Price, without any interest thereon and subject to any withholding of taxes required (the “ Merger Consideration ”). Further, at the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or the Company: (1) each vested Option that has an exercise price per Share that is less than the Offer Price and that is outstanding as of immediately prior to the Effective Time (any such Option, an “ In the Money Option ”) will be cancelled and converted into the right to receive an amount in cash (without interest and subject to deduction for any required withholding taxes), equal to the product of: (i) the total number of Shares subject to such In the Money Option, multiplied by (ii) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Share under such Option (such amount, the “ In the Money Option Consideration ”); (2) each Option that is either (i) unvested or (ii) that has a per share exercise price per Share that is equal to or more than the Offer Price (any such Option, an “ Out of the Money Option ”) that is then outstanding and unexercised as of immediately prior to the Effective Time will be cancelled at the Effective Time without any consideration payable therefor; (3) each vested RSU that is outstanding as of immediately prior to the Effective Time shall be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of Shares vested under such RSU immediately prior to the Effective Time multiplied by (ii) the Offer Price (the “ RSU Consideration ”); (4) each unvested RSU or portion thereof that is outstanding as of immediately prior to the Effective Time shall be cancelled and converted into a right to receive an amount in cash equal to the product of (i) the total number of Shares subject to such unvested RSU immediately prior to the Effective Time multiplied by (ii) the Offer Price (the “ Unvested RSU Consideration ”), which Unvested RSU Consideration shall be paid on the same vesting schedule as was applicable to the corresponding RSU immediately prior to the Effective Time and shall otherwise remain subject to the same terms and conditions (including any applicable employment-based vesting conditions) as were applicable to such RSU immediately prior to the Effective Time; (5) each vested award of restricted Shares (each, a “ Company Restricted Stock Award ”) that is outstanding as of immediately prior to the Effective