Forian Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Financial Statements and Exhibits
$FORA
EDP Services
Technology
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): November 12, 2024
(Exact Name of Registrant as Specified in Charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 1.01 |
Entry into a Material Definitive Agreement
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On each of November 12, 2024, and November 13, 2024, Forian Inc. (the “Company”) entered into a Convertible Promissory Note Redemption Agreement (the “Note Redemption
Agreement”) with certain holders of the Company’s 3.5% Convertible Promissory Notes due 2025 (the “Notes”), pursuant to which the Company redeemed $16,000,000 in aggregate principal amount of outstanding Notes and $1,791,041 of accrued interest
thereon for an aggregate redemption price of $17,648,408. After giving effect to these redemptions, $6,000,0000 in principal amount of the Notes remains outstanding, which are held by Pamela Wygod, the spouse of Martin J. Wygod, who served as a
Class I director of the Company until his death on April 11, 2024.
The Note Redemption Agreement contains customary representations, warranties and covenants and releases. The foregoing description of the Note Redemption Agreement is qualified
in its entirety by reference to the text thereof. The form of Note Redemption Agreement is attached as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 2.02 |
Results of Operations and Financial Condition
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On November 13, 2024, the Company issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of the press release is furnished
herewith as Exhibit 99.1.
The information furnished under Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference
in such a filing.
| Item 9.01 |
Financial Statements and Exhibits
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Exhibits.
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The Company hereby files or furnishes, as applicable, the following exhibits:
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Exhibit No.
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Description
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Form of Convertible Promissory Note Redemption Agreement
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Press Release, dated November 13, 2024 (furnished herewith)
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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2
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.
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FORIAN INC.
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Dated: November 13, 2024
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By:
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/s/ Edward Spaniel, Jr.
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Name:
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Edward Spaniel, Jr.
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Title:
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Executive Vice President, General Counsel and Secretary
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