8-K - Forian Inc. | StockGist

AI Analysis

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Forian Inc. entered into a definitive merger agreement on April 2, 2026, for an all-cash acquisition by a consortium led by its CEO, which will take the company private at $2.17 per share.

Key Takeaways

1Forian entered into a definitive merger agreement on April 2, 2026, for an all-cash acquisition by a consortium led by CEO Max Wygod, taking the company private.

2Stockholders will receive $2.17 per share in cash, representing a 22.6% premium to the unaffected closing price as of August 22, 2025.

3The transaction is valued at approximately $68 million in equity and is not subject to a financing condition, with funding committed by the consortium.

4The tender offer will commence within ten business days and requires at least 50% of outstanding shares to be tendered as a key closing condition.

5The Company Board, acting on the Special Committee's recommendation, unanimously approved the transaction and recommends stockholders tender their shares.

6If terminated under certain circumstances, the company must pay a $1.5 million termination fee and up to $1.25 million in expense reimbursement.

Current Report Details

Event Type

Material Agreement

Other Event

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

| Entry into a Material Definitive Agreement. | |---|---| On April 2, 2026, Forian Inc., a Maryland corporation (the “ Company ” or “ Forian ”), entered into an

Material Agreement

$2.17

8.01

| Other Events. | |---|---| On April 3, 2026, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release i

Other Event

9.01

| Financial Statements and Exhibits | |---|---| (d) Exhibits. The Company hereby files or furnishes, as applicable, the following exhibits: | Exhibit No. | | De

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: Forian Inc.
Consideration: $2.17 per share in cash
Structure: Tender offer followed by merger

•Tender offer to commence within ten business days of April 2, 2026
•Initial expiration 20 business days after commencement
•Closing conditions include Minimum Condition and other customary conditions
•Transaction expected to close in Q2 2026

Material Agreement

Agreement: Agreement and Plan of Merger
Parties: Forian Inc., 2025 Acquisition Company, LLC (Parent), Bravo Merger Sub, Inc. (Purchaser)

•All-cash tender offer at $2.17 per share
•Merger to follow tender offer completion
•Minimum Condition: tender of more than 50% of outstanding shares
•No financing condition
•Company Termination Fee: $1,500,000
•Parent Expense Reimbursement: up to $1,250,000

Exhibits (3)

2.1

EXHIBIT 2.1

8-K

99.1

EXHIBIT 99.1