SCHEDULE: Max Wygod to Take Forian Inc. Private at $2.17 Per Share

Forian Inc. has entered into a definitive merger agreement with an affiliate of Max Wygod to be acquired in an all-cash transaction valued at $2.17 per share.

Summary

• Forian Inc. signed a Merger Agreement on April 2, 2026, with 2025 Acquisition Corporation and Bravo Merger Sub, Inc.
• The transaction is structured as a tender offer for all outstanding shares followed by a merger.
• Shareholders will receive $2.17 in cash per share, without interest and subject to tax withholding.
• A consortium of shareholders, including Max Wygod and Emily Bushnell, has agreed to contribute their shares to the parent entity prior to the offer.
• The consortium members beneficially own approximately 20,689,142 shares, representing a significant majority of the 31,208,751 shares outstanding.
• The merger will be completed without a stockholder vote under Section 3-106.1 of the Maryland General Corporation Law (MGCL) once the tender offer is successful.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a highly positive development for shareholders seeking liquidity, as the deal is backed by a majority consortium and a firm cash offer.

Positives

• Provides a definitive cash exit for shareholders at $2.17 per share.
• High deal certainty as the consortium already controls over 50% of the outstanding shares.
• Secured equity commitment of $5.5 million from the Wygod Family Trust to fund closing payments.
• Streamlined merger process under Maryland law avoids the need for a lengthy shareholder meeting and vote.

Negatives

• Public shareholders will no longer participate in any future growth or upside of the company.
• The company will be delisted from public exchanges and cease to be a reporting entity.
• The transaction is subject to potential appraisal rights claims by dissenting shareholders under Maryland law.

Risks

• The offer is conditioned on at least 50% plus one share being validly tendered and not withdrawn.
• Completion is subject to the non-occurrence of a Company Material Adverse Effect before the closing date.
• Potential for legal injunctions or government orders that could prevent the consummation of the merger.

Future Outlook

Upon successful completion of the tender offer and merger, Forian Inc. will become a wholly-owned subsidiary of 2025 Acquisition Corporation and will no longer be a publicly traded company.

Management Comments

• The merger will be governed by Section 3-106.1 of the MGCL and will be effected without a stockholder vote as soon as practicable following the consummation of the Offer.
• The Buyer Parties have made customary representations and warranties regarding the efforts to cause the transactions to be completed.

Industry Context

StockSavvy.ai notes that take-private transactions led by major insiders are common in the micro-cap healthcare technology sector when management believes the public markets are not reflecting the company's intrinsic value or when seeking to reduce the regulatory costs of being a public entity.

Comparison to Industry Standards

• The $2.17 cash offer provides immediate liquidity, which is a standard exit strategy for small-cap companies facing low trading volume.
• The use of a tender offer followed by a short-form merger is a standard and efficient mechanism for taking a company private in the U.S. market.
• The equity commitment from an affiliate is a typical structure for insider-led buyouts to ensure funding without relying solely on third-party debt.

Corporate Governance

Legal Proceedings

• The filing notes that shareholders may have appraisal rights under Section 3-202 of the MGCL.

Related Party Transactions

• The merger is with 2025 Acquisition Corporation, which is an affiliate of Max Wygod, a major shareholder and reporting person.

Stakeholder Impact

• Shareholders: Will receive $2.17 per share in cash upon tendering or merger completion.
• Company: Will transition from a public to a private entity.
• Management/Consortium: Will consolidate 100% ownership of the surviving corporation.

Next Steps

• Commencement of the tender offer by Merger Sub.
• Filing of a tender offer statement on Schedule TO and a transaction statement on Schedule 13E-3.
• Filing of a Schedule 14D-9 by Forian Inc. containing the board's recommendation.
• Consummation of the merger following the successful tender of shares.

Key Dates

Recommendation

Investors should hold shares to participate in the $2.17 cash tender offer, as the deal has high certainty given the consortium's majority control.

Keywords

Forian Inc., Max Wygod, Merger Agreement, Tender Offer, Take-Private, Schedule 13D, Cash Acquisition, Healthcare Data, Consortium Agreement