Forian Inc. filed SEC Form 8-K: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
$FORA
EDP Services
Technology
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 31, 2025
(Exact Name of Registrant as Specified in Charter)
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of incorporation)
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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. ☐
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
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On March 30, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”), based
on the recommendation of, and after consultation with, the Company’s management and independent auditors, determined that the Company’s previously issued unaudited and audited consolidated financial statements as of and for each of the
quarterly and year to date periods in 2023 and the quarterly period ended September 30, 2024 (the “Non-Reliance Periods”) should no longer be relied upon. Similarly, any previously issued or filed reports, press releases, earnings releases, and
investor presentations or other communications describing the Company’s financial statements and other related financial information covering the Non-Reliance Periods should no longer be relied upon.
During the course of the audit of the Company’s 2024 financial statements, management of the Company, after discussion
with its independent auditors, determined that under ASC 606, Revenue from Contracts with Customers (“ASC 606”), aggregate annual minimum payments for certain contracts should be recognized on a straight line basis over the life of the contract, as opposed to individually in the year in
which the minimum fee applies under the terms of the contract. As a result, the Company will restate its previously reported financial statements for the periods that were affected. This restatement applied only to the technical application
of ASC 606 to a limited number of contracts where the Company may earn variable fees based on customer sales over certain thresholds specified in the contract and had no impact on the Company’s cash flows. This restatement is expected to
result in an increase to previously reported revenues and net income for all periods since 2021.
The Company will disclose in its Annual Report on Form
10-K for the year ended December 31, 2024 (the “2024 Form 10-K”), the restated financial statements for each of the Non-Reliance Periods (the “Restatements”),
and is currently working to complete the filing of the 2024 Form 10-K as soon as practicable.
The Company’s management and the Board have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum
LLP, the Company’s independent registered public accounting firm.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The Company advises caution in
reliance on forward-looking statements. Forward-looking statements include, without limitation, the Company’s plans and estimates related to the Restatements. These statements involve known and unknown risks, uncertainties and other factors
that may cause actual results to differ materially from those implied by forward-looking statements, including the outcome of the Company’s completion of the quantification and evaluation of the specific impact of the Restatements, including
the possibility of material adjustments thereto and the discovery of additional and unanticipated information during the procedures required to be completed before the Company is able to file its 2024 Form 10-K. See also additional risk factors
set forth in the Company’s periodic filings with the SEC, including, but not limited to, those risks and uncertainties listed in the section entitled “Risk Factors,” in the Company’s Annual Report on Form 10-K filed with the SEC. All
forward-looking statements in this Current Report on Form 8-K are based on information available to the Company as of the date of this filing. The Company expressly disclaims any obligation to update or alter its forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by applicable law.
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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: March 31, 2025
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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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