Forian Inc. 8-K

What Happened Forian Inc. announced that the tender offer by 2025 Acquisition Company, LLC (through Bravo Merger Sub, Inc.) expired on May 14, 2026 and the merger closed on May 15, 2026. Purchaser accepted 6,444,415 shares tendered (≈91% of outstanding shares) at an offer price of $2.17 per share in cash. At the effective time of the merger the Company became a wholly owned subsidiary of Parent and shares not validly tendered (other than certain excluded or dissenting shares) converted into the right to receive $2.17 per share. The company also amended and restated its articles of incorporation and bylaws effective at closing.

Key Details

• Offer Price: $2.17 per share in cash; Offer expired one minute after 11:59 p.m. ET on May 14, 2026.
• Shares tendered: 6,444,415 shares validly tendered and not withdrawn (~91% of issued and outstanding shares at expiration).
• Closing date: Merger closed May 15, 2026; Purchaser merged into Forian and Forian became a wholly owned subsidiary of Parent.
• Equity awards:
  • Vested “in-the-money” options converted to cash equal to (shares × (Offer Price − exercise price)).
  • Out-of-the-money or unvested options cancelled for no consideration.
  • Vested RSUs and vested restricted stock awards converted to cash (vested shares × $2.17).
  • Unvested RSUs converted to cash payable on the original vesting schedule; unvested restricted stock awards converted into restricted shares of the surviving company on similar terms.
• Nasdaq delisting/deregistration: On May 15, 2026 Forian requested Nasdaq file Form 25 to delist its shares and plans to file Form 15 to terminate registration under the Exchange Act and suspend reporting obligations.

Why It Matters Shareholders of Forian will receive $2.17 per share in cash if their shares were accepted (or may pursue appraisal rights if applicable), and public trading of Forian shares on Nasdaq will cease following delisting and deregistration. That means reduced liquidity and no ongoing SEC reporting once Form 15 is effective. Employees and option/RSU holders should note which awards were cashed out, cancelled, or converted and the timing/payment mechanics described in the filing.