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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0000947871-25-000797 0001847923 XXXXXXXX LIVE 2 Common Stock, $0.001 par value per share 09/29/2025 false 0001829280 34630N106 Forian Inc. 41 University Drive Suite 400 Newtown PA 18940 Creighton Condon (212) 848-7628 599 Lexington Ave. New York NY 10022 0001847923 N Max C. Wygod b PF N X1 1328927.00 2530475.00 1328927.00 2530475.00 2530475.00 N 12.4 IN ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. Y Emily Bushnell b PF N X1 901224.00 2530475.00 901224.00 2530475.00 3431699.00 N 11 IN ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. Y ADMINISTRATIVE TRUST U/ WYGOD FAMILY RV b OO N X1 0.00 1040899.00 0.00 1040899.00 1040899.00 N 3.3 OO ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. Y WYGOD FAMILY REV LT U/T/A b OO N X1 0.00 1489576.00 0.00 1489576.00 1489576.00 N 4.8 OO ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. Y Estate of Martin J. Wygod b OO N X1 62849.00 0.00 62849.00 0.00 62849.00 N 0.2 OO ITEM 13 Calculated based on 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. Common Stock, $0.001 par value per share Forian Inc. 41 University Drive Suite 400 Newtown PA 18940 This Amendment No. 2 to Schedule 13D ("Amendment No. 2") relates to shares of Common Stock, par value $0.001 per share (the "Common Stock") of Forian Inc., a Delaware corporation (the "Issuer"). This Amendment No. 2 is being filed on behalf of the following persons (collectively, the "Reporting Persons"): Max C. Wygod, an individual and executor of the Estate of Martin J. Wygod, (ii) Emily Bushnell, an individual, (iii) the ADMINISTRATIVE TRUST U/ WYGOD FAMILY RV (the "Administrative Trust"), (iv) the WYGOD FAMILY REV LT U/T/A (the "Family Trust" and together with the Administrative Trust, the "Wygod Trusts") and (v) the Estate of Martin J. Wygod and amends the Statement on Schedule 13D filed by the Reporting Persons on January 27, 2025 ("Initial Schedule 13D"), as previously amended by Amendment No. 1 to the Initial Schedule 13D filed by the Reporting Persons on August 25, 2025 ("Amendment No. 1"). Item 4 of this Schedule 13D is hereby amended and supplemented by adding the following text: On September 29, 2025, 2025 Acquisition Corporation, an affiliate of Max Wygod, entered into a confidentiality agreement (the "Confidentiality Agreement") with the Issuer, pursuant to which the parties agreed to certain mutual confidentiality restrictions and the Reporting Persons agreed to certain standstill provisions. In connection with the Confidentiality Agreement, the Reporting Persons and Issuer may share information and have discussions regarding the matters set forth above, including the potential acquisition by the Reporting Persons of the Issuer, and the Reporting Persons may make proposals to the Issuer in connection therewith. A copy of the Confidentiality Agreement is filed herewith as Exhibit 99.3. The information set forth on the cover pages of this Amendment No. 2 is incorporated herein by reference. The percentages used in this Amendment No. 2 are calculated based upon an aggregate of 31,112,312 shares of common stock of the Issuer outstanding as of August 13, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. See rows (7) through (10) of the cover pages to Amendment No. 2 for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. The Administrative Trust previously held 500,834 shares issuable upon conversion of convertible notes that were issued on September 1, 2021 (the "Notes"). On September 1, 2025, the Notes were repaid according to their terms and the share counts have been updated in the Amendment No. 2 to reflect that the underlying shares are no longer beneficially owned by the Reporting Persons. Because of the arrangements in the Consortium Agreement (as defined in Item 4 of the Amendment No. 1), the members of the Consortium (as defined in Item 4 of the Amendment No. 1) may be deemed to have formed a "group" for purposes of Section 13(d)(3) of the Act. Neither the filing of this Schedule 13D nor any of its contents, however, shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the 20,654,385 shares of Common Stock beneficially owned in the aggregate by consortium members other than such shares that it has reported as beneficially owned by it on this Schedule 13D for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. Except as set forth in this Schedule 13D, there have been no transactions in the Common Stock effected during the past 60 days by the Reporting Persons. 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 the Reporting Persons. Not applicable. Item 6 of this Schedule 13D is hereby amended and supplemented by adding the following text: The description of the Confidentiality Agreement set forth in Item 4 of this of this Amendment No. 2 is incorporated herein by reference. Exhibit 99.1* - Offer Letter, dated August 25, 2025 (incorporated by reference to Exhibit 99.1 to the Schedule 13D/A filed by the Reporting Persons with the SEC on August 25, 2025). https://www.sec.gov/Archives/edgar/data/1829280/000094787125000797/ss5247285_ex9901.htm Exhibit 99.2* - Consortium Agreement, dated August 25, 2025 incorporated by reference to Exhibit 99.1 to the Schedule 13D/A filed by the Reporting Persons with the SEC on August 25, 2025). https://www.sec.gov/Archives/edgar/data/1829280/000094787125000797/ss5247285_ex9902.htm Exhibit 99.3 - Confidentiality Agreement, dated September 29, 2025 Exhibit 99.4 - Power of Attorney for Emily Bushnell, dated as of October 2, 2025 * Previously filed Max C. Wygod /s/ Max C. Wygod Max C. Wygod 10/02/2025 Emily Bushnell /s/ Max C. Wygod Max C. Wygod / Attorney-in-fact for Emily Bushnell 10/02/2025 ADMINISTRATIVE TRUST U/ WYGOD FAMILY RV /s/ Max C. Wygod Max C. Wygod, Co-Trustee 10/02/2025 /s/ Max C. Wygod Max C. Wygod / Attorney-in-fact for Emily Bushnell, Co-Trustee 10/02/2025 WYGOD FAMILY REV LT U/T/A /s/ Max C. Wygod Max C. Wygod, Co-Trustee 10/02/2025 /s/ Max C. Wygod Max C. Wygod / Attorney-in-fact for Emily Bushnell, Co-Trustee 10/02/2025 Estate of Martin J. Wygod /s/ Max C. Wygod Max C. Wygod, Executor 10/02/2025