{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-26-021514","form_type":"8-K","ticker":"FORA","cik":"0001829280","company_name":"Forian Inc.","filed_at":"2026-05-15T13:28:10+00:00","discovered_at":"2026-05-15T13:29:00.202105+00:00","generated_at":"2026-05-15T13:29:51.937893+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Forian completes acquisition by 2025 Acquisition Company at $2.17/share; to delist from Nasdaq","bullets":["6,444,415 shares validly tendered; together with Buyer Parties' 21,991,929 shares, ~91% of outstanding shares.","Shareholders (other than Buyer Parties) received $2.17 per share in cash; no interest, less withholding.","Following tender acceptance, Merger Sub merged into Forian; company becomes wholly owned subsidiary of Parent.","All directors except Max Wygod resigned; Max Wygod remains sole director of surviving corporation.","Forian requested Nasdaq delisting and intends to file Form 15 to suspend SEC reporting obligations."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-021514","json":"https://secwatch.observer/filing/0001140361-26-021514.json","markdown":"https://secwatch.observer/filing/0001140361-26-021514.md","text":"https://secwatch.observer/filing/0001140361-26-021514.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1829280/000114036126021514/0001140361-26-021514-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1829280/000114036126021514/ef20073626_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T13:29:51.937893+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2654ffeb4a","claim":"Ian G. Banwell resigned as director at Forian Inc..","evidence_excerpt":"At the Effective Time, Mark J. Adler, M.D., Ian G. Banwell, Adam Dublin, Jennifer Hajj, Shahir Kassam-Adams, Alyssa Varadhan and Kristiina Vuori, M.D., Ph.D. each resigned from the board of directors of the Company (the “ Board ”) and from all committees of the Board on which they served, and Max Wygod remained as the sole director of the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829280/000114036126021514/0001140361-26-021514-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"3c714fca14","claim":"Kristiina Vuori, M.D., Ph.D. resigned as director at Forian Inc..","evidence_excerpt":"At the Effective Time, Mark J. Adler, M.D., Ian G. Banwell, Adam Dublin, Jennifer Hajj, Shahir Kassam-Adams, Alyssa Varadhan and Kristiina Vuori, M.D., Ph.D. each resigned from the board of directors of the Company (the “ Board ”) and from all committees of the Board on which they served, and Max Wygod remained as the sole director of the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829280/000114036126021514/0001140361-26-021514-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"9105d79848","claim":"Mark J. Adler, M.D. resigned as director at Forian Inc..","evidence_excerpt":"At the Effective Time, Mark J. Adler, M.D., Ian G. Banwell, Adam Dublin, Jennifer Hajj, Shahir Kassam-Adams, Alyssa Varadhan and Kristiina Vuori, M.D., Ph.D. each resigned from the board of directors of the Company (the “ Board ”) and from all committees of the Board on which they served, and Max Wygod remained as the sole director of the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829280/000114036126021514/0001140361-26-021514-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"b39d1bdc0b","claim":"Jennifer Hajj resigned as director at Forian Inc..","evidence_excerpt":"At the Effective Time, Mark J. Adler, M.D., Ian G. Banwell, Adam Dublin, Jennifer Hajj, Shahir Kassam-Adams, Alyssa Varadhan and Kristiina Vuori, M.D., Ph.D. each resigned from the board of directors of the Company (the “ Board ”) and from all committees of the Board on which they served, and Max Wygod remained as the sole director of the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829280/000114036126021514/0001140361-26-021514-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"b49bfa8e1f","claim":"Adam Dublin resigned as director at Forian Inc..","evidence_excerpt":"At the Effective Time, Mark J. Adler, M.D., Ian G. Banwell, Adam Dublin, Jennifer Hajj, Shahir Kassam-Adams, Alyssa Varadhan and Kristiina Vuori, M.D., Ph.D. each resigned from the board of directors of the Company (the “ Board ”) and from all committees of the Board on which they served, and Max Wygod remained as the sole director of the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829280/000114036126021514/0001140361-26-021514-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"e123e66378","claim":"Alyssa Varadhan resigned as director at Forian Inc..","evidence_excerpt":"At the Effective Time, Mark J. Adler, M.D., Ian G. Banwell, Adam Dublin, Jennifer Hajj, Shahir Kassam-Adams, Alyssa Varadhan and Kristiina Vuori, M.D., Ph.D. each resigned from the board of directors of the Company (the “ Board ”) and from all committees of the Board on which they served, and Max Wygod remained as the sole director of the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829280/000114036126021514/0001140361-26-021514-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"faceddd869","claim":"Shahir Kassam-Adams resigned as director at Forian Inc..","evidence_excerpt":"At the Effective Time, Mark J. Adler, M.D., Ian G. Banwell, Adam Dublin, Jennifer Hajj, Shahir Kassam-Adams, Alyssa Varadhan and Kristiina Vuori, M.D., Ph.D. each resigned from the board of directors of the Company (the “ Board ”) and from all committees of the Board on which they served, and Max Wygod remained as the sole director of the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829280/000114036126021514/0001140361-26-021514-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"102c19242a67baaa1a0fadbaf5c3496f02d41b64","claim":"Forian Inc.: Bylaws amended and restated in their entirety (effective 2026-05-15).","evidence_excerpt":"on May 15, 2026, the Company’s articles of incorporation and bylaws were each amended and restated in their entirety","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829280/000114036126021514/0001140361-26-021514-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2026-05-15"}],"fact_type":"governance_change"},{"claim_id":"d87f30390e19f14b6214d81f4cf35f6d1e305be9","claim":"Forian Inc.: Articles of incorporation amended and restated in their entirety (effective 2026-05-15).","evidence_excerpt":"on May 15, 2026, the Company’s articles of incorporation and bylaws were each amended and restated in their entirety","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829280/000114036126021514/0001140361-26-021514-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2026-05-15"}],"fact_type":"governance_change"},{"claim_id":"7fc85f6eaadc2b7997bcc5ec0966a87a64dbe51f","claim":"Forian Inc. underwent a change of control involving 2025 Acquisition Company, LLC for $2.17 per share in cash (closed 2026-05-15).","evidence_excerpt":"the “ Offer ”) to acquire any and all of the issued and outstanding shares of common stock, par value $0.0001 per share of the Company (the “ Shares ”), at a purchase price of $2.17 per Share, in cash, without interest thereon and less any applicable tax withholding (the “ Offer Price ”). The Offer and related withdrawal rights expired as scheduled one","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1829280/000114036126021514/0001140361-26-021514-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"2025 Acquisition Company, LLC"},{"label":"Consideration","value":"$2.17 per share in cash"},{"label":"Closing","value":"2026-05-15"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}