SCHEDULE: Forian Inc. Investor Group Expands and Consolidates

A group of investors in Forian Inc. has expanded its membership and entered into a contribution agreement to consolidate 21,991,929 shares into a single acquisition vehicle.

Summary

• This Amendment No. 3 to Schedule 13D reports the addition of five new members to the existing investor consortium: Stephen Rich, Kerry Smith, Bradley Khouri, Joe Luter, and The Trustees of Union College.
• The consortium members have entered into a Contribution Agreement with 2025 Acquisition Company, LLC (the 'Parent').
• Under this agreement, the contributors have transferred a total of 21,991,929 shares of Forian Inc. common stock to the Parent in exchange for an equivalent number of common units of membership interests in the Parent.
• The total shares contributed represent approximately 70.5% of the 31,208,751 shares of Forian Inc. common stock outstanding as of March 25, 2026.
• The transaction is intended to qualify as a tax-deferred reorganization under Section 368(a)(1)(F) of the Internal Revenue Code.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral administrative update reflecting the consolidation of existing shareholders into a single vehicle to facilitate a previously announced merger.

Positives

• The consolidation of 70.5% of outstanding shares into a single entity simplifies the ownership structure for the consortium.
• The transaction is structured as a tax-deferred reorganization, which is generally favorable for the participating investors.

Negatives

• The consolidation of a supermajority stake (70.5%) by a single acquisition vehicle may limit the liquidity of the remaining public float.
• The newly issued membership interests in the Parent are restricted securities with no current public market.

Risks

• The transaction is contingent upon the closing of the previously announced merger, which remains subject to conditions.
• The membership interests in the Parent are not registered under the Securities Act and have no public market, making them highly illiquid.
• The consortium members may be deemed to have formed a 'group' for Section 13(d) purposes, which may trigger regulatory scrutiny or reporting obligations.

Future Outlook

The filing indicates that the contribution of shares is contingent upon the closing of the merger between the Parent, Merger Sub, and Forian Inc. The parties intend for the transaction to be a tax-deferred reorganization.

Management Comments

• The Reporting Persons disclaim beneficial ownership of the 21,991,929 shares in the aggregate, other than those specifically reported by each individual person.

Industry Context

StockSavvy.ai notes that this filing represents a significant consolidation of ownership in preparation for a take-private or merger transaction, a common strategy in late-stage M&A activity to ensure shareholder alignment.

Comparison to Industry Standards

• The use of a Contribution Agreement to consolidate shares into a special purpose vehicle (SPV) prior to a merger is a standard practice in private equity and M&A transactions to streamline the acquisition process.
• The 70.5% ownership stake held by the consortium provides a strong mandate for the proposed merger, consistent with typical thresholds required for successful deal completion.

Corporate Governance

Related Party Transactions

• The Contribution Agreement involves multiple related parties, including trusts, family members, and investment entities controlled by or associated with Max C. Wygod and other consortium members.

Stakeholder Impact

• Existing shareholders are impacted by the consolidation of a 70.5% stake into a single entity, which may affect future liquidity and voting dynamics.

Next Steps

• Consummation of the merger between the Parent, Merger Sub, and Forian Inc.
• Conversion of Forian Inc. to a limited liability company following the merger.

Key Dates

Keywords

Forian Inc., Schedule 13D, Merger, Consortium, Contribution Agreement, Acquisition, Shareholder