Forian INC. 8-K Filing

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value FORA The Nasdaq Stock Mar
• $2.17 — y Common Stock "), at an offer price of $2.17 per Share in cash (the " Tender Offer C
• $1,500,000 — ation fee in an amount in cash equal to $1,500,000 (the " Company Termination Fee ") and r
• $1,250,000 — ket expenses in an amount not to exceed $1,250,000 (the " Parent Expense Reimbursement ").

Filing Documents

• ef20069813_8k.htm (8-K) — 58KB
• ef20069813_ex2-1.htm (EX-2.1) — 570KB
• ef20069813_ex99-1.htm (EX-99.1) — 15KB
• image00003.jpg (GRAPHIC) — 2KB
• 0001140361-26-013124.txt ( ) — 908KB
• fora-20260402.xsd (EX-101.SCH) — 4KB
• fora-20260402_lab.xml (EX-101.LAB) — 22KB
• fora-20260402_pre.xml (EX-101.PRE) — 16KB
• ef20069813_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On April 2, 2026, Forian Inc., a Maryland corporation (the " Company " or " Forian "), 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, Purchaser will (and Parent will cause Purchaser to) commence a tender offer (the " Tender Offer ") no later than ten (10) business days after the date of the Merger Agreement, to acquire all of the outstanding shares (the " Shares ") of common stock of the Company, par value $0.001 per share (" Company Common Stock "), at an offer price of $2.17 per Share in cash (the " Tender Offer Consideration "), without interest and subject to any applicable withholding taxes. The Tender Offer will initially remain open for 20 business days following the commencement of the Tender Offer (the " Initial Expiration Date "). Purchaser may extend the Tender Offer: (i) if on the then-scheduled expiration date, any of the offer conditions (other than the Minimum Condition (as defined below)) have not been satisfied and have not been waived, or the Minimum Condition has not been satisfied and an acquisition proposal has been received by or publicly announced with respect to the Company and not withdrawn, for one or more occasions in consecutive increments of up to ten (10) business days each (or such longer period as may be agreed by the Company and Parent) in order to permit the satisfaction of such offer conditions; (ii) for the minimum period required by applicable law, interpretation or position of the SEC, the staff thereof or the Nasdaq Stock Market LLC applicable to the Tender Offer; and (iii) at the request of the Company, if any offer condition (other than the Mi

01

Item 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 is attached as Exhibit 99.1 and incorporated herein by reference. Additional Information About the Transaction and Where to Find It The tender offer described in this communication has not yet commenced. This communication is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Company. The solicitation and the offer to purchase shares of the Company's common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Parent and Purchaser intend to file with the SEC. In addition, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 and a Schedule 13E-3 transaction statement, in each case with respect to the tender offer. Once filed, investors will be able to obtain a free copy of these materials and other documents filed by Parent, Purchaser and the Company with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by the Company under the "Investors" section of the Company's website at www.forian.com/investors. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE OFFER TO PURCHASE AND THE SOLICITATION/RECOMMENDATION STATEMENT AND THE SCHEDULE 13E-3 TRANSACTION STATEMENT OF THE COMPANY, AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER. Cautionary Stateme

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. The Company hereby files or furnishes, as applicable, the following exhibits: Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of April 2, 2026, by and among Forian Inc., 2025 Acquisition Company, LLC and Bravo Purchaser, Inc. 99.1 Press Release of Forian Inc., dated April 3, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.

SIGNATURES

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. FORIAN INC. Dated: April 3, 2026 By: /s/ Caroline McGrail Name: Caroline McGrail Title: General Counsel and Secretary

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