Forian to Redomicile to Maryland, Paving Way for Take-Private Deal

TL;DR

**FORA's move to Maryland is a done deal, clearing the path for a take-private offer – expect a buyout.**

AI Summary

Forian Inc. (FORA) is seeking stockholder approval to redomicile from Delaware to Maryland via a statutory conversion at a Special Meeting on January 8, 2026. This strategic move, recommended by the Board and a Special Committee, is primarily to facilitate the company's ability to fully consider a 'Take-Private Offer' and other potential strategic transactions. The Board believes this redomiciliation is advisable and in the best interests of the Company and its unaffiliated stockholders. The Consortium, comprising 2025 Acquisition Corporation and its members, beneficially owns 20,654,385 shares, representing 66.5% of Forian's outstanding common stock. Their stated intention to vote in favor of the redomiciliation ensures its approval. Directors and executive officers, collectively owning approximately 24.3% of outstanding common stock, also plan to vote in favor. The Special Meeting will be held virtually at 12:00 p.m. Eastern Time, with a record date of December 2, 2025.

Why It Matters

Forian's proposed redomiciliation to Maryland is a critical step in evaluating a 'Take-Private Offer,' signaling a potential shift from public to private ownership. For investors, this move, largely assured by the Consortium's 66.5% stake, could lead to a liquidity event or a change in investment thesis. Employees and customers might experience changes in corporate strategy or operational focus under new ownership. In the competitive landscape, this could allow Forian to pursue more aggressive or confidential strategic initiatives without the immediate scrutiny of public markets, potentially impacting its position against rivals.

Risk Assessment

Risk Level: low — The risk level is low because the approval of Proposal 1, the redomiciliation, is virtually guaranteed. The Consortium, holding 20,654,385 shares or 66.5% of outstanding common stock, has stated its intent to vote in favor, which exceeds the required majority of outstanding shares. Additionally, directors and executive officers, owning 24.3% of shares, also plan to vote in favor.

Analyst Insight

Investors should monitor the progress of the 'Take-Private Offer' closely, as the redomiciliation ensures its consideration. Given the high probability of the redomiciliation passing, investors might consider their position in anticipation of a potential buyout or other strategic transaction.

Key Numbers

• 2026-01-08 — Special Meeting Date (Date for stockholders to vote on redomiciliation)
• 2025-12-02 — Record Date (Date for determining eligible voters for the Special Meeting)
• 31,072,252 — Shares of Common Stock Outstanding (Total shares eligible to vote as of the Record Date)
• 20,654,385 — Shares owned by Consortium (Represents 66.5% of outstanding common stock, ensuring proposal approval)
• 66.5% — Consortium's Beneficial Ownership (Percentage of outstanding common stock owned by the Consortium)
• 24.3% — Directors and Officers' Beneficial Ownership (Percentage of outstanding common stock owned by directors and executive officers)

Key Players & Entities

• Forian Inc. (company) — Registrant
• Max Wygod (person) — Executive Chairman, Chief Executive Officer and President
• 2025 Acquisition Corporation (company) — Member of the Consortium
• Caroline McGrail (person) — General Counsel and Secretary
• Michael Vesey (person) — Chief Financial Officer
• Adam Dublin (person) — Director and member of the Consortium
• Shahir Kassam-Adams (person) — Director and member of the Consortium
• SEC (regulator) — Securities and Exchange Commission
• Broadridge (company) — Vote counter and inspector of election

FAQ

Industry Context

Forian Inc. operates within the healthcare technology sector, focusing on data analytics and software solutions for the life sciences industry. The industry is characterized by rapid technological advancements, increasing regulatory scrutiny, and a trend towards consolidation. Companies in this space often leverage data to improve clinical trial processes, enhance drug discovery, and optimize patient outcomes.

Regulatory Implications

The redomiciliation to Maryland may subject Forian Inc. to Maryland's corporate laws and regulations, which could differ from Delaware's. While the move itself is a corporate governance action, it is driven by strategic considerations that may involve future regulatory landscapes related to healthcare data and transactions.

What Investors Should Do

1. Vote on the Redomiciliation Proposal
2. Vote on Adjournment Proposal
3. Review Proxy Materials Carefully
4. Vote Promptly

Key Dates

• 2026-01-08: Special Meeting of Stockholders — Stockholders will vote on the proposal to redomicile from Delaware to Maryland.
• 2025-12-02: Record Date — Determines which stockholders are eligible to vote at the Special Meeting.
• 2025-12-15: Date of Notice — The date the notice and proxy statement were issued to stockholders.
• 2025-12-18: Distribution Date — The approximate date the proxy materials were sent to stockholders.
• 2026-01-07: Deadline for Internet/Telephone Votes — Ensures votes submitted electronically or by phone are counted for the Special Meeting.

Glossary

Redomiciliation

The process of changing a company's place of incorporation from one jurisdiction to another. (This is the primary purpose of the Special Meeting, allowing Forian to move its legal domicile from Delaware to Maryland.)

Statutory Conversion

A legal process by which a company can change its state of incorporation without forming a new entity. (This is the specific legal mechanism Forian Inc. will use to convert from a Delaware corporation to a Maryland corporation.)

Take-Private Offer

An offer made by a private entity or a group of investors to purchase all outstanding shares of a publicly traded company, thereby taking it private. (The redomiciliation is being pursued to facilitate the company's ability to fully consider a 'Take-Private Offer'.)

Consortium

A group of individuals or entities that have joined together for a specific purpose, in this case, to acquire shares and potentially influence the company. (The Consortium, owning 66.5% of shares, is a key stakeholder whose support ensures the approval of the redomiciliation proposal.)

Unaffiliated Stockholders

Stockholders who are not directors, officers, or otherwise affiliated with the company's management or controlling parties. (The Board states the redomiciliation is in the best interests of these stockholders, indicating a focus on fairness to minority shareholders.)

Record Date

A specific date set by a company to determine which stockholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Sets the cutoff for determining who can vote at the Special Meeting on January 8, 2026.)

Proxy Statement

A document filed with the SEC that provides shareholders with information about matters to be voted on at a shareholder meeting. (This document contains all the details and recommendations regarding the proposed redomiciliation.)

Year-Over-Year Comparison

This filing is a proxy statement (DEF 14A) focused on a specific corporate action (redomiciliation) rather than a comprehensive annual report. Therefore, direct year-over-year comparisons of financial metrics like revenue growth, margins, or debt-to-equity ratios are not applicable to this document. The primary focus is on the procedural aspects and rationale for the proposed change in corporate domicile.

Key Financial Figures

• $0.001 — 2,252 shares of common stock, par value $0.001 per share (" Common Stock "), of the Co
• $2.10 — currently owned by the Consortium, for $2.10 per share in cash (the " Take-Private O

Filing Documents

• ny20059953x2_def14a.htm (DEF 14A) — 706KB
• logo_forian.jpg (GRAPHIC) — 20KB
• ny20059953x2_pc01.jpg (GRAPHIC) — 450KB
• ny20059953x2_pc02.jpg (GRAPHIC) — 434KB
• sig_maxwygod.jpg (GRAPHIC) — 25KB
• 0001140361-25-045544.txt ( ) — 1986KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND OFFICERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND OFFICERS 37 STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2026 ANNUAL MEETING OF STOCKHOLDERS 39 DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS 40 OTHER BUSINESS 41 APPENDIX A: REDOMICILIATION RESOLUTIONS A-1 APPENDIX B: PLAN OF CONVERSION B-1 APPENDIX C: MARYLAND ARTICLES OF INCORPORATION OF FORIAN INC. C-1 APPENDIX D: MARYLAND BYLAWS OF FORIAN INC. D-1 TABLE OF CONTENTS FORIAN INC. 41 University Drive, Suite 400 Newtown, PA 18940 PROXY STATEMENT SPECIAL MEETING OF STOCKHOLDERS To Be Held Thursday, January 8, 2026, 12:00 p.m. Eastern Time This Proxy Statement and the accompanying proxy card are intended to be sent or given to stockholders of Forian on or about December 18, 2025, in connection with the solicitation of proxies on behalf of our Board of Directors (the " Board ") for use at the Special Meeting to be held on Thursday, January 8, 2026, 12:00 p.m. Eastern Time, virtually at www.virtualshareholdermeeting.com/FORA2026SM and at any adjournment or postponement thereof. QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE SPECIAL MEETING Q: Why am I receiving these materials? A: You have received these proxy materials because our Board is soliciting your proxy to vote your shares at the Special Meeting. This Proxy Statement includes information that we are required to provide to you under Securities and Exchange Commission (" SEC ") rules and is designed to assist you in voting your shares. Q: What is included in these materials? A: These materials include: this Proxy Statement for the Special Meeting; and a proxy card for the Special Meeting. Q: Who is entitled to vote? A: Only stockholders of record as of December 2, 2025 (the " Record Date ") shall be entitled to notice of, and to vote at, the Special Meeting. During the ten days before the Special Meeting, you may inspect a list of stockholders eligible to vote.

View Full Filing

View this DEF 14A filing on SEC EDGAR