Varadhan Alyssa F 4
4 · Forian Inc. · Filed May 15, 2026
Research Summary
AI-generated summary of this filing
Forian (FORA) Director Alyssa Varadhan Sells 5,000 Shares in Merger
What Happened
Alyssa F. Varadhan, a director of Forian Inc. (FORA), disposed of 5,000 common shares in connection with the company's May 15, 2026 change of control. Tendered shares were paid at the merger offer price of $2.17 per share (≈ $10,850). In addition, five derivative dispositions reported (each covering 15,000 option shares, total 75,000) reflect the cancellation/settlement of outstanding stock options under the Merger Agreement; the filing does not state the cash amounts received for those cancellations.
Key Details
- Transaction date: May 15, 2026 (Effective time of the merger/tender).
- Common share price: $2.17 per share paid in the tender offer; 5,000 shares → ≈ $10,850.
- Derivative actions: five reported dispositions of 15,000 option shares each (total 75,000) representing option cancellations/settlement under the Merger Agreement; cash consideration for these is not specified in the Form 4.
- Footnotes: Merger Agreement (Apr 2, 2026) states (a) each tendered share received $2.17, (b) vested options with exercise price below $2.17 were converted into a cash payment equal to (Offer Price − exercise price) × number of option shares, and (c) unvested options or options with exercise price ≥ $2.17 were canceled for no consideration.
- Post-transaction holdings: not disclosed in this filing.
- Timeliness: filing covers transactions on 2026-05-15 and was filed the same day (timely).
Context
These transactions are corporate-transaction driven (a tender offer and subsequent merger) rather than open-market sales. The derivative entries represent option cancellations and cash settlements per merger terms — not new stock purchases or voluntary market trades. Such filings document the mechanics and payments from the deal rather than indicate a typical insider buy/sell decision.
Insider Transaction Report
- Disposition from Tender
Common Stock
[F1]2026-05-15−5,000→ 0 total - Disposition to Issuer
Stock Option (right to buy)
[F2][F3]2026-05-15+15,000→ 0 totalExercise: $2.06Exp: 2035-03-26→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-05-15+15,000→ 0 totalExercise: $3.20Exp: 2034-03-27→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-05-15+15,000→ 0 totalExercise: $3.14Exp: 2033-03-23→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-05-15+15,000→ 0 totalExercise: $6.81Exp: 2032-03-17→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-05-15+15,000→ 0 totalExercise: $12.18Exp: 2031-03-05→ Common Stock (15,000 underlying)
Footnotes (3)
- [F1]Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated April 2, 2026, by and between Forian Inc., a Maryland corporation (the "Issuer"), 2025 Acquisition Company, LLC, a Delaware limited liability company ("Parent"), and Bravo Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of Parent ("Merger Sub"), on May 15, 2026, Parent and Merger Sub completed a tender offer for the shares of the Issuer's common stock (the "Shares"). In exchange for each Share, tendering shareholders received $2.17 per Share (the "Offer Price"), payable in cash, without interest and subject to any applicable withholding taxes.
- [F2]On May 15, 2026, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each vested stock option that had an exercise price per Share that was less than the Offer Price and that was outstanding as of immediately prior to the Effective Time was 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 option, multiplied by (ii) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Share under such option.
- [F3]At the Effective Time, each stock option that was either (i) unvested or (ii) that had a per share exercise price per Share that was equal to or more than the Offer Price that was then outstanding and unexercised as of immediately prior to the Effective Time was cancelled without any consideration payable therefor.