DEF 14A: Forian Inc. Proposes Delaware-to-Maryland Redomiciliation

Sentiment:

Definitive Proxy Statement 15 December 2025 5:18 PM

Forian Inc. seeks stockholder approval to redomicile from Delaware to Maryland, a move intended to facilitate a potential take-private offer and other strategic transactions.

Summary

A Special Meeting of Stockholders will be held virtually on Thursday, January 8, 2026, at 12:00 p.m. Eastern Time.
Stockholders will vote on a proposal to redomicile Forian Inc. from the State of Delaware to the State of Maryland through a statutory conversion (Proposal 1).
Stockholders will also vote on a proposal to approve one or more adjournments of the Special Meeting, if necessary, to solicit proxies if there are insufficient votes to approve Proposal 1 (Proposal 2).
The record date for the Special Meeting is December 2, 2025, with 31,072,252 shares of common stock outstanding as of November 26, 2025.
The Board of Directors unanimously recommends a vote FOR both proposals.
A Consortium, led by CEO Max Wygod, beneficially owns 20,654,385 shares, constituting 66.5% of the outstanding Common Stock, and intends to vote all such shares in favor of both proposals, ensuring their approval.
The primary reason for the redomiciliation is to eliminate restrictions under Delaware's Section 203, which currently hinders the Consortium's $2.10 per share Take-Private Offer and the Company's ability to use equity to compensate directors and officers who are Consortium members.
Upon redomiciliation, the Company will opt out of Maryland's comparable business combination and control share acquisition statutes.
The redomiciliation will not result in any change in headquarters, business, jobs, management, properties, location of offices, number of employees, obligations, assets, liabilities, or net worth (other than transaction costs).
Each outstanding share of Common Stock will automatically convert into one share of Maryland Corporation Common Stock, and trading will continue on Nasdaq under the symbol FORA.
The Special Committee, formed to evaluate the Take-Private Offer, unanimously determined the redomiciliation is advisable and in the best interests of the Company and Unaffiliated Stockholders.

Sentiment

Score: 6

Explanation: The redomiciliation is a strategic, procedural step to remove anti-takeover impediments, which is positive for the company's flexibility and the potential take-private offer. However, the shift to Maryland law introduces some uncertainties regarding stockholder rights due to less developed case law and changes in specific governance provisions, which could be viewed as a slight negative for unaffiliated stockholders. The ensured approval by the controlling Consortium reduces uncertainty for the company's plan but also limits minority shareholder influence on this specific proposal.

Positives

The redomiciliation will remove Section 203 anti-takeover restrictions under Delaware law, facilitating the Consortium's Take-Private Offer and allowing the Company to use equity to compensate directors and officers who are Consortium members.
The Company will opt out of Maryland's similarly restrictive business combination and control share acquisition statutes, providing greater flexibility for future strategic transactions.
Maryland law does not impose a franchise tax on domestic or foreign corporations, unlike Delaware, potentially offering a tax benefit.
The Consortium entered into a 12-month standstill agreement, enabling the Board and Special Committee to negotiate the Take-Private Offer without the threat of an unnegotiated tender offer.
The Special Committee, with the assistance of independent legal and financial advisors, determined that the redomiciliation is advisable and in the best interests of the Company and its Unaffiliated Stockholders.

Negatives

Maryland corporate law has a more limited body of case law compared to Delaware, which may lead to less predictability regarding the legal effects of certain corporate affairs and stockholder rights.
Stockholders will have different rights and privileges under Maryland law compared to Delaware law, particularly concerning fiduciary duties, appraisal rights, and exculpation of directors.
The Company will incur non-recurring legal and other transaction costs associated with the redomiciliation.
There is no assurance that the redomiciliation will result in all or any of the anticipated benefits, including those related to incorporation in Maryland or the application of Maryland law.
While the Maryland Charter will reduce the required vote for charter amendments and extraordinary transactions to a majority, the default under MGCL is a higher two-thirds vote, which could be reinstated if the charter is amended.
The legal certainty of the Maryland Charter's provision attempting to replicate Delaware's appraisal rights in certain merger/consolidation scenarios is unclear under Maryland law.

Risks

Less predictability in Maryland with respect to the legal effects of certain corporate affairs and transactions, and stockholders' rights to challenge them, due to more limited case law.
Stockholders will have different rights and privileges under Maryland law than under Delaware law, which could be less favorable in certain aspects.
The Company will incur certain non-recurring costs in connection with the consummation of the Redomiciliation, including legal and other transaction costs, some of which are difficult to estimate accurately.
There can be no assurance that the Redomiciliation will result in all or any of the benefits described, including the benefits of or resulting from incorporation in Maryland or the application of Maryland law.
The Board may repeal or modify the opt-out from Maryland's business combinations statute and control share acquisition statute at any time in the future by bylaw amendment.
The Maryland Organizational Documents (Charter and Bylaws) could be amended or supplemented in the future, including changes to provisions that directly affect the rights of stockholders.
There are no assurances that any Potential Transaction, including the Take-Private Offer, will be consummated.

Future Outlook

The Special Committee continues to discuss the Take-Private Offer with its advisors and entertain proposals for Potential Transactions from third parties, though there are no assurances that any such transaction, including the Take-Private Offer, will be consummated. While management has no present intention to amend the Maryland Charter or Bylaws, economic and/or business conditions may lead to future amendments that could affect stockholder rights.

Management Comments

"We believe that hosting the Special Meeting virtually will enable greater stockholder attendance and participation and improves our ability to communicate more effectively with our stockholders."
"The Board believes the Plan of Conversion (including the Articles of Incorporation and the Bylaws attached thereto) and the transactions contemplated thereby, including the Redomiciliation (as defined below), are advisable and are fair to, and in the best interests of, the Company and the Unaffiliated Stockholders."
"The Redomiciliation will allow the Company to fully consider the Take-Private Offer (as defined below) and any other potential strategic transactions."
"The Consortium has advised us that they intend to vote all such shares in favor of Proposal 1. Assuming the Consortium votes as indicated, approval by the shareholders of Proposal 1 is ensured."
"The Board unanimously recommends a vote FOR the Redomiciliation of our Company in Maryland."

Industry Context

The filing highlights a strategic move by Forian Inc. to redomicile from Delaware to Maryland, a decision often driven by specific corporate governance considerations or to facilitate significant transactions. This action is directly linked to a non-binding take-private offer from a controlling Consortium, reflecting a broader trend where public companies, particularly those with concentrated ownership, explore going private to gain operational flexibility, reduce regulatory burdens, or streamline decision-making. The detailed comparison of Delaware and Maryland corporate laws underscores the importance of jurisdiction in corporate strategy, especially concerning anti-takeover provisions and shareholder rights, which can significantly impact M&A activity and corporate control.

Comparison to Industry Standards

**Anti-Takeover Provisions**: Delaware's Section 203 imposes a 3-year restriction on business combinations with 15% interested stockholders, requiring a 66 2/3% unaffiliated stockholder vote. Maryland's Subtitle 6 of Title 3 has a 5-year restriction and higher supermajority vote requirements (80% total, 2/3 unaffiliated). Forian will opt out of Maryland's provisions, effectively removing these impediments for the Take-Private Offer, a common strategy for companies seeking to facilitate control changes.
**Charter Amendments**: Delaware generally requires a majority stockholder vote for charter amendments. Maryland typically requires a two-thirds vote, but Forian's proposed Maryland Charter will reduce this to a majority, aligning it with the more common Delaware standard for flexibility.
**Extraordinary Transactions**: Similar to charter amendments, Delaware requires a majority vote for mergers, consolidations, and asset sales. Maryland's default is two-thirds, but Forian's Maryland Charter will also reduce this to a majority, maintaining a more streamlined approval process.
**Control Share Acquisitions**: Delaware does not have a control share acquisition statute. Maryland has one that suspends voting rights for control shares unless approved by two-thirds of disinterested shares. Forian's Maryland Bylaws will exempt all acquisitions from this statute, providing greater certainty for large block acquisitions, including the Consortium's potential take-private.
**Limitation of Liability**: Delaware permits broad limitation of director/officer liability with specific exceptions (e.g., duty of loyalty, bad faith). Maryland has more limited exceptions (improper benefit, active dishonesty). Forian's Maryland Charter will limit liability to the fullest extent permitted by Maryland law, which may offer directors and officers greater protection than under Delaware law.
**Fiduciary Duties**: Delaware applies common law fiduciary duties (care, loyalty, good faith) with the business judgment rule and heightened 'entire fairness' review for interested transactions. Maryland codifies fiduciary duties for directors with a statutory presumption of compliance and no heightened standard of care, even in interested transactions. This shift could reduce the legal scrutiny on directors in certain situations, particularly those involving interested parties like the Consortium.
**Appraisal Rights**: Delaware provides appraisal rights with a 'market-out' exception for publicly traded shares. Maryland's appraisal rights are broader but also have broader exceptions, including for publicly listed companies, unless it's a management-led buyout where management holds >5% and is treated differently. The Maryland Charter attempts to replicate Delaware's appraisal rights in certain merger/consolidation scenarios, but its legal certainty is not guaranteed, potentially altering a key shareholder protection.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Special Committee Member	Mark J. Adler, M.D.		September 18, 2025	Resigned to avoid any perceived lack of independence regarding the Take-Private Offer.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Jurisdiction Change	Conversion from a Delaware corporation (governed by DGCL and Delaware Organizational Documents) to a Maryland corporation (governed by MGCL and Maryland Organizational Documents).	Upon consummation of Redomiciliation (post-January 8, 2026 vote)	Shifts the legal framework for corporate governance, potentially altering the interpretation of corporate actions and stockholder rights due to differences in statutory provisions and case law.
Anti-Takeover Provisions	Company will opt out of Maryland's business combination statute (Subtitle 6 of Title 3 of the MGCL) and control share acquisition statute (Title 3, Subtitle 7 of the MGCL) in its Maryland Charter and Bylaws, respectively.	Upon consummation of Redomiciliation	Removes statutory impediments to certain transactions, including the Take-Private Offer, and provides greater flexibility for future M&A activities. However, the Board retains the ability to repeal or modify these opt-outs in the future.
Director Vacancies	Under Maryland Charter, vacancies on the Board may be filled only by a majority vote of remaining directors, and any director elected to fill a vacancy serves until the next annual meeting of stockholders.	Upon consummation of Redomiciliation	Differs from Delaware law where a director elected to fill a vacancy typically serves for the remainder of the full term of the director whose vacancy was created. This could lead to more frequent director elections for filled vacancies.
Special Meetings of Stockholders	Maryland Bylaws will allow special meetings to be called by the secretary upon written request of stockholders holding not less than a majority of the votes entitled to be cast.	Upon consummation of Redomiciliation	Expands stockholder ability to call special meetings compared to Delaware Bylaws, which are more restrictive (requiring Chairman, CEO, or Board resolution).
Stockholder Action by Written Consent	The Maryland Charter does not provide for non-unanimous stockholder action by written consent, effectively requiring unanimous consent under MGCL.	Upon consummation of Redomiciliation	Maintains the current Delaware Charter's elimination of the ability for stockholders to take action by written consent without a meeting, requiring formal meetings for most stockholder actions.
Charter Amendment Vote Requirement	The Maryland Charter will reduce the required vote for charter amendments from the MGCL's default two-thirds to a majority of all votes entitled to be cast on the matter.	Upon consummation of Redomiciliation	Aligns the voting threshold for charter amendments with the more common Delaware standard, potentially making future charter changes easier to achieve.
Extraordinary Transaction Vote Requirement	The Maryland Charter will reduce the required vote for extraordinary transactions (e.g., dissolution, merger, asset sale) from the MGCL's default two-thirds to a majority of all votes entitled to be cast on the matter.	Upon consummation of Redomiciliation	Aligns the voting threshold for major corporate actions with the more common Delaware standard, potentially streamlining approval processes for such transactions.
Limitation of Director/Officer Liability	The Maryland Charter will limit director and officer liability to the fullest extent permitted by Maryland law, which has more limited exceptions than Delaware law.	Upon consummation of Redomiciliation	Potentially provides greater protection from monetary damages for directors and officers compared to Delaware, as Maryland's exceptions to liability limitation are narrower.
Fiduciary Duties	Maryland law codifies fiduciary duties for directors with a statutory presumption of compliance and no heightened standard of care, even in interested transactions, differing from Delaware's common law duties and 'entire fairness' review.	Upon consummation of Redomiciliation	Could lead to less stringent judicial review of director actions, particularly in transactions involving interested parties, potentially impacting minority stockholder protections compared to Delaware's 'entire fairness' standard.
Appraisal Rights	The Maryland Charter attempts to provide appraisal rights similar to Delaware's 'market-out' exception for certain mergers/consolidations, but its legal certainty is unclear under Maryland law.	Upon consummation of Redomiciliation	Introduces uncertainty regarding the scope of appraisal rights for stockholders in certain transactions, potentially altering a key protection available under Delaware law.
Exclusive Forum	The Maryland Charter designates the Circuit Court for Baltimore City, Maryland, or the United States District Court for the District of Maryland, Northern Division, as the sole and exclusive forum for internal corporate claims.	Upon consummation of Redomiciliation	Requires internal corporate claims to be litigated in Maryland courts, potentially changing the legal venue and applicable precedents for such disputes compared to Delaware.

Related Party Transactions

The Take-Private Offer of $2.10 per share is being made by a Consortium led by Max Wygod, the Company's Chief Executive Officer and Executive Chair, making it a related-party transaction.
A Special Committee of independent directors was established by the Board to evaluate this offer due to potential conflicts of interest.
The redomiciliation is specifically intended to remove restrictions under Delaware's Section 203 that hinder transactions with interested stockholders, such as the Consortium, and the use of equity compensation for Consortium members who are directors or officers.

Stakeholder Impact

**Shareholders**: Will vote on the redomiciliation. Unaffiliated stockholders may experience changes in their rights and privileges under Maryland law, including aspects of fiduciary duties, appraisal rights, and the ability to call special meetings. The redomiciliation is intended to facilitate a potential Take-Private Offer, which could provide liquidity, but its consummation is not guaranteed. The Consortium's majority vote ensures the redomiciliation's approval, reducing the influence of minority shareholders on this specific proposal.
**Directors and Officers**: The redomiciliation will remove restrictions on the Company's ability to use equity to compensate directors and officers who are members of the Consortium. Their liability limitations and indemnification rights will be governed by Maryland law, which may offer different levels of protection compared to Delaware.
**Company (Forian Inc.)**: Gains increased flexibility in corporate transactions by opting out of certain anti-takeover provisions. Will incur non-recurring transaction costs. Its internal affairs will be governed by Maryland law. No changes to headquarters, business operations, management, or employees are expected as a direct result of the redomiciliation.
**Regulatory Authorities**: The redomiciliation involves filings with the SEC, the State Department of Assessments and Taxation of Maryland, and the Secretary of State of the State of Delaware, ensuring compliance with regulatory requirements for corporate conversions.

Next Steps

Hold the Special Meeting of Stockholders on January 8, 2026, to vote on the redomiciliation and adjournment proposals.
If approved, make requisite filings with the State Department of Assessments and Taxation of Maryland and the Secretary of State of the State of Delaware to effectuate the Redomiciliation as soon as practicable.
The Special Committee will continue to discuss the Take-Private Offer and entertain proposals for Potential Transactions from third parties.
Publish preliminary voting results at the Special Meeting and final voting results in a Current Report on Form 8-K within four business days after the meeting.

Key Dates

Date	Description
2024	Board engaged in a comprehensive evaluation of strategic alternatives, including discussions with Party A and Party B, which ended with no indications of interest.
August 25, 2025	Consortium, led by Max Wygod, submitted a non-binding proposal to acquire all outstanding shares not owned by the Consortium for $2.10 per share (Take-Private Offer). Board established a Special Committee to evaluate the offer. Company publicly announced the formation of the Special Committee. Consortium filed a Schedule 13D.
August 28, 2025	Preliminary interview with Potter Anderson & Corroon LLP as a potential independent legal advisor for the Special Committee.
August 31, 2025	Special Committee determined to engage Potter Anderson as its independent legal advisor.
September 4, 2025	Special Committee confirmed engagement of Potter Anderson and discussed fiduciary duties and Section 203 of the DGCL.
September 5, 2025	Representatives of Potter Anderson and A&O Shearman (Consortium counsel) discussed alternative transactions, Section 203 restrictions, diligence, financing, and a proposed timetable.
September 9, 2025	Representatives of Potter Anderson and A&O Shearman further discussed Section 203 restrictions and the Redomiciliation.
September 11, 2025	Beginning of multiple discussions and draft exchanges for a non-disclosure agreement (Consortium NDA) between Potter Anderson and A&O Shearman, continuing through September 29, 2025.
September 12, 2025	Special Committee reviewed proposed draft supplemental Board resolutions and discussed Dr. Adler's disinterestedness and independence.
September 18, 2025	Dr. Mark J. Adler resigned from the Special Committee to avoid any perceived lack of independence.
September 23, 2025	Discussion among legal advisors regarding the use of Redomiciliation to address Section 203 restrictions and the Consortium's unwillingness to subject the Take-Private Offer to a 66 2/3% unaffiliated stockholder vote.
September 25, 2025	Special Committee interviewed financial advisors and unanimously determined to engage Houlihan Lokey Capital, Inc. as its independent financial advisor.
September 26, 2025	Representatives of A&O Shearman conveyed a formal proposal to convert the Company to a Maryland corporation to Potter Anderson.
September 29, 2025	The Company and 2025 Acquisition Corporation (the SPV) entered into the Consortium NDA, including a 12-month standstill provision.
September 30, 2025	Houlihan Lokey delivered a relationships disclosure memorandum to the Special Committee. Special Committee discussed the Redomiciliation proposal and directed an analysis of other jurisdictions.
October 2, 2025	2025 Acquisition Corporation and Consortium members filed amendments to their Schedule 13Ds, disclosing the entry into the Consortium NDA.
October 3, 2025	Consortium members filed amendments to their Schedule 13Ds, disclosing the entry into the Consortium NDA.
October 4, 2025	Representatives of Potter Anderson and A&O Shearman discussed the Consortium's diligence requests and preferred timeline for the Redomiciliation and a Potential Transaction.
October 7, 2025	The Board, by unanimous consent, approved and adopted the Supplemental Resolutions. Houlihan Lokey was formally engaged by the Special Committee.
October 8, 2025	Special Committee discussed financial projections and potential third-party interest. Mr. Wygod provided a summary of correspondence with non-Consortium stockholders.
October 10, 2025	Representatives of Potter Anderson, Houlihan Lokey, Consortium members, and A&O Shearman discussed diligence requests and the Consortium's views on a third-party transaction.
October 22, 2025	Chair of the Special Committee met with management and advisors to discuss draft financial projections. Mr. Wygod expressed his desired timeline for a Potential Transaction.
October 23, 2025	Chair of the Special Committee met with Mr. Wygod to further discuss the Redomiciliation.
October 24, 2025	Special Committee discussed financial projections, communications with Party A, Section 203 restrictions, and the Committee Conversion Proposal. Potter Anderson conveyed the Committee Conversion Proposal to A&O Shearman.
October 27, 2025	A&O Shearman conveyed the Consortium's counterproposal to the Committee Conversion Proposal to Potter Anderson.
October 28, 2025	Special Committee discussed financial projections and prior discussions with third parties (Party A and Party B).
November 2, 2025	Special Committee reviewed Potter Anderson's evaluation of redomiciliation, determined to move forward, and authorized engagement of independent Maryland counsel.
November 4, 2025	Representatives of Potter Anderson and the chair of the Special Committee interviewed three Maryland law firms, including Miles & Stockbridge PC.
November 5, 2025	Party A informed Mr. Wygod of its disinterest in a Potential Transaction due to financing issues. Special Committee discussed Party A's withdrawal and determined to engage Miles & Stockbridge as independent Maryland legal counsel.
November 6, 2025	Miles & Stockbridge was formally engaged. Potter Anderson conveyed the Special Committee's position on expense reimbursement to A&O Shearman. Houlihan Lokey confirmed Party A's withdrawal with Party A's financial advisor.
November 11, 2025	Representatives of Potter Anderson and A&O Shearman discussed a tentative timeline for the Redomiciliation.
November 12, 2025	Special Committee approved updated financial projections. The Board held its quarterly meeting and approved the projections.
November 13, 2025	Representatives of Potter Anderson and A&O Shearman discussed the timing of the Redomiciliation and Consortium concerns.
November 14, 2025	Representatives of Potter Anderson, Miles & Stockbridge, and A&O Shearman discussed the timing and fees related to the Redomiciliation and Take-Private Offer. Potter Anderson sent drafts of the Conversion Documents.
November 14, 2025 November 20, 2025	Legal advisors exchanged drafts of the Plan of Conversion, Maryland Articles of Incorporation, and Maryland Bylaws.
November 18, 2025	Special Committee received an update on discussions with Party B. Legal advisors discussed Conversion Documents and the Redomiciliation timeline.
November 20, 2025	Representatives of Potter Anderson and A&O Shearman discussed additional documentation, timeline, and concerns regarding timing and fees.
November 21, 2025	Special Committee unanimously determined the Plan of Conversion and Redomiciliation are advisable and in the best interests of the Company and Unaffiliated Stockholders, recommending Board approval. The Board (with abstentions from interested directors) approved the Plan of Conversion and Redomiciliation and directed submission to stockholders.
November 26, 2025	Date used for calculating the number of shares of Common Stock outstanding (31,072,252 shares).
December 2, 2025	Record date for the Special Meeting, determining stockholders entitled to notice and vote.
December 15, 2025	Date of the 'To our Stockholders' letter and for beneficial ownership calculation.
On or about December 18, 2025	Proxy Statement and accompanying proxy card are intended to be sent or given to stockholders.
January 7, 2026	Deadline for Internet and telephone votes (11:59 p.m. Eastern Time).
January 8, 2026	Special Meeting of Stockholders to be held virtually at 12:00 p.m. Eastern Time.
December 30, 2025	Earliest date for stockholder proposals for the 2026 Annual Meeting to be received by the Secretary (if meeting date is within normal range).
January 29, 2026	Latest date for stockholder proposals for the 2026 Annual Meeting to be received by the Secretary (if meeting date is within normal range).

Recommendation

hold

The filing details a corporate redomiciliation from Delaware to Maryland, primarily to remove anti-takeover provisions (Delaware's Section 203) that impede a potential take-private offer by a controlling Consortium. While the redomiciliation itself is a procedural step with ensured approval due to the Consortium's majority stake, its strategic importance lies in enabling future transactions, specifically the $2.10 per share take-private offer. The Special Committee is still evaluating this offer and entertaining other proposals, indicating that the ultimate outcome for unaffiliated shareholders is not yet certain. The shift to Maryland law introduces some differences in corporate governance and shareholder rights, which could be viewed with caution. Given the ongoing evaluation of the take-private offer and the possibility of a superior third-party bid, a 'hold' recommendation is appropriate. Investors should await further developments regarding the take-private offer or any alternative strategic transactions before making a definitive investment decision.

Keywords

Forian Inc., FORA, redomiciliation, Delaware, Maryland, proxy statement, corporate governance, take-private offer, Section 203, anti-takeover, stockholder vote, corporate law, M&A, beneficial ownership

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.