INTRODUCTION
This Amendment No. 2 to the Transaction Statement on Schedule 13E-3 (this “Amendment No. 2”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the following persons (each, a “Filing Person”): Forian Inc., a Maryland corporation (“Forian” or the “Company”) and the issuer of the common stock, par value $0.001 per share (each a “Share,” and collectively, “Shares”) that is the subject of the Rule 13e-3 transaction, Bravo Merger Sub, Inc., a Maryland corporation (“Merger Sub”) and a wholly owned subsidiary of 2025 Acquisition Company, LLC, a Delaware limited liability company (“Parent,” and together with Merger Sub, the “Buyer Parties”), Parent, Max Wygod, an individual, and Adam Dublin, an individual. This Amendment No. 2 amends and supplements the Transaction Statement on Schedule 13E-3, filed by Forian with the U.S. Securities and Exchange Commission (the “SEC”) on April 16, 2026 (together with any amendments and supplements thereto, the “Schedule 13E-3”).
The Schedule 13E-3 relates to the tender offer by the Buyer Parties to acquire all of the outstanding Shares at a purchase price of $2.17 per Share (the “Offer Price”), to the seller in cash, without interest and subject to deduction for any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase (as it may be amended, supplemented or otherwise modified from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended, supplemented or otherwise modified from time to time, the “Letter of Transmittal,” which, together with the Offer to Purchase, as they may be amended, supplemented or otherwise modified from time to time, collectively constitute the “Offer”). The Offer does not include an offer to purchase any Shares owned by the Buyer Parties as of the commencement of the Offer (each, an “Excluded Company Share”). The Offer is described in a Tender Offer Statement filed under cover of Schedule TO with the SEC on April 16, 2026, by, amongst others, Parent (as may be amended or supplemented from time to time, the “Schedule TO”).
Except as otherwise set forth in this Amendment No. 2, the information set forth in the Schedule 13E-3 remains unchanged and is hereby expressly incorporated by reference to the extent relevant to the items in this Amendment No. 2.
This Amendment No. 2 is being filed to amend and supplement the Schedule 13E-3 to reflect the additional disclosure set forth in TO Amendment No. 2 filed concurrently herewith, including the individualized purposes and reasons and fairness statements of each of Max Wygod and Adam Dublin set forth in the Offer to Purchase under “Special Factors and Other Relevant Information—Section 3. Reasons for the Offer” and “Special Factors and Other Relevant Information—Section 5. Position of the Buyer Parties, Max Wygod and Adam Dublin Regarding Fairness of the Offer and the Merger,” which disclosure is incorporated herein by reference.