SEC Form SC 13D filed by Forian Inc.

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	SCHEDULE 13D
CUSIP No. 34630N 106		Page 2 of 6

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	SCHEDULE 13D
CUSIP No. 34630N 106		Page 3 of 6

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	SCHEDULE 13D
CUSIP No. 34630N 106		Page 4 of 6

This statement on Schedule 13D (this “Schedule 13D”) relates to the Reporting Persons’ (as defined in Item 2 below) beneficial ownership in the common stock, par value $0.001 per share (“Common Stock”), of Forian Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 41 University Drive, Suite 400, Newtown, PA 18940.

(a) This statement is filed by (i) Martin J. Wygod, an individual, and (ii) the Wygod Family Revocable Living Trust (the “Wygod Trust”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

(b) The principal business address of the Reporting Persons is P.O. Box 7188, Rancho Santa Fe, CA 92067.

(c) Martin J. Wygod is a Director of the Issuer.

(d) During the past five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each Reporting Person is a citizen of the Unites States of America.

Mr. Wygod purchased the Notes using personal funds.

On April 12, 2021, 1,917,926 shares of Common stock were contributed to the Wygod Trust by Mr. Wygod.

Between May 19, 2021 and June 1, 2021, the Wygod Trust purchased 38,324 shares of Common Stock for an aggregate purchase price of $382,562. All shares were acquired using funds held by the Wygod Trust.

On September 1, 2021, Mr. Wygod and the Issuer entered into a convertible note purchase agreement (the “Note Purchase Agreement”), pursuant to which Mr. Wygod purchased and the Issuer issued $6,000,000 in aggregate principal balance of 3.5% Convertible Promissory Notes due 2025 (the “Notes”) convertible into (i) Common Stock, and (ii) warrants to purchase shares of Common Stock equal to 20% of the principal amount of the Notes (the “Warrants”). The Notes will mature on the fourth-year anniversary of the date of issuance, at which time the Warrants will also terminate. The conversion price of the Notes and the exercise price of the Warrants is $11.98 per share, which was the consolidated closing bid price of the Common Stock as reported by Nasdaq on the most recently completed trading day preceding the Issuer entering into the Note Purchase Agreement.

The foregoing description of the Note Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Purchase Agreement, a copy of which is attached hereto as Exhibit 2, and is incorporated herein by reference.

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	SCHEDULE 13D
CUSIP No. 34630N 106		Page 5 of 6

The shares of Common Stock to which this Schedule 13D relate do not include (i) shares of Common Stock issuable at the election of Mr. Wygod upon conversion of accrued interest into shares of Common Stock and (ii) shares of Common Stock issuable at the election of Mr. Wygod upon the exercise of the Warrants.

The securities reported herein were acquired solely for investment purposes with the aim of increasing the value of the investment and the Issuer. The Reporting Persons may acquire additional securities of the Issuer or dispose of securities of the Issuer but do not currently plan to purchase a number of shares that would result in a substantial change in the beneficial ownership of the Reporting Persons.

Other than as set forth in this Schedule 13D, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

The responses of the Reporting Persons to rows (7) through (13) of the cover page of this Schedule 13D are incorporated herein by reference.

(a)-(b) Mr. Wygod may be deemed to beneficially own 2,919,882 shares of Common Stock, which consist of (i) 500,834 shares of Common Stock held individually and (ii) 2,419,048 shares of Common Stock held by the Wygod Trust. The 500,834 shares of Common Stock individually held by Mr. Wygod consist of 500,834 shares of Common Stock issuable upon conversion of Notes and excludes shares of Common Stock issuable at the election of Mr. Wygod upon conversion of accrued interest into shares of Common Stock. The 2,919,882 shares of Common Stock beneficially owned by Mr. Wygod constitute 9.0% of the Issuer’s outstanding shares of Common Stock. Mr. Wygod has sole voting and dispositive power over 2,919,882 shares of Common Stock.

The Wygod Trust beneficially owns 2,419,048 shares of Common Stock, which constitute 7.4% of the Issuer’s outstanding Common Stock. Mr. Wygod is the sole trustee of the Wygod Trust and holds sole voting and dispositive power with respect to the 2,419,048 shares of Common Stock held by the Wygod Trust.

The percentage of ownership indicated in this Schedule 13D is calculated based on 32,558,617 shares of Common Stock outstanding as of August 31, 2021, as provided by the Issuer.

(c) The responses in Item 3 of this Schedule 13D are incorporated herein by reference. On September 13, 2021, the Wygod Trust purchased 4,000 shares of Common Stock at a purchase price of $10.00 per share.

(d) To the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares beneficially owned by Mr. Wygod.

(e) Not applicable.

The disclosure in Item 4 is incorporated by reference herein.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.

September 13, 2021