UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 21, 2023
FORIAN INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
| | 001-40146
| | 85-3467693
|
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
41 University Drive, Suite 400, Newtown, PA | | 18940
|
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (267) 225-6263
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.001 par value
| FORA
| The Nasdaq Stock Market LLC
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On July 21, 2023, a customer of Forian Inc. (“Forian”) in which Forian (through its subsidiary, Medical Outcomes Research Analytics, LLC) held an equity interest merged with Vox Merger Sub, Inc. (the “Merger”). As a result of the Merger, Forian received approximately $5.9 million of cash proceeds in consideration of all of its equity interest in the customer. Forian may receive additional earnout payments in 2025 and 2026 in an aggregate amount of up to approximately $3.6 million if certain conditions are met. Neither Forian nor its subsidiary is a party to the merger agreement and Forian is entitled to the proceeds described above solely as a result of the minority equity ownership interest in such customer.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 27, 2023 | FORIAN INC. |
| | | |
| | By: | /s/ Edward Spaniel, Jr. |
| | Name: | Edward Spaniel, Jr. |
| | Title: | Executive Vice President, General Counsel and Secretary |
