This Amendment No. 2 to the Tender Offer Statement on Schedule TO (together with any exhibits and annexes attached hereto, this “Amendment No. 2”) is filed by (i) Bravo Merger Sub, Inc., a Maryland corporation (“Merger Sub”) and a direct wholly-owned subsidiary of 2025 Acquisition Company, LLC, a Delaware limited liability company (“Parent,” and together with Merger Sub, the “Buyer Parties”), and (ii) Parent. This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO, filed by the Buyer Parties with the U.S. Securities and Exchange Commission (the “SEC”) on April 16, 2026 (together with any amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by the Buyer Parties to purchase all of the issued and outstanding shares (each, a “Share” and collectively, the “Shares”) of common stock, par value $0.001 per share, of Forian Inc., a Maryland corporation (the “Company”), for $2.17 per Share, payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law, and on the terms and subject to the conditions set forth in the Offer to Purchase, dated April 16, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” and together with the Offer to Purchase and other related materials, as each may be amended and supplemented from time to time, the “Offer”), copies of which are incorporated by reference to Exhibits (a)(1)(a) and (a)(1)(b) of the Schedule TO, respectively. The Offer does not include an offer to purchase any Shares owned by the Buyer Parties as of the commencement of the Offer (the “Excluded Shares”).
Except as otherwise set forth in this Amendment No. 2, the information set forth in the Schedule TO, the Offer to Purchase (including all schedules thereto) and the Letter of Transmittal remains unchanged and is hereby expressly incorporated by reference to the extent relevant to the items in this Amendment No. 2.
Amendments to the Offer to Purchase.
The Offer to Purchase and Items 1 through 13 of the Schedule TO, to the extent such Items 1 through 13 incorporate by reference the information contained in the U.S. Offer to Purchase, are hereby amended and supplemented as follows:
1.
| The section of the Offer to Purchase entitled “Special Factors and Other Relevant Information—Section 3. Reasons for the Offer” is hereby amended and supplemented by adding the following text at the end of the disclosure: |
“Mr. Wygod’s reasons for the Offer are the same as those of the Buyer Parties set forth above, which Mr. Wygod expressly adopts as his own.
Mr. Dublin’s reasons for the Offer are the same as those of the Buyer Parties set forth above, which Mr. Dublin expressly adopts as his own.”
2.
| The section of the Offer to Purchase entitled “Special Factors and Other Relevant Information—Section 5. Position of the Buyer Parties Regarding Fairness of the Offer and the Merger” is hereby amended and supplemented as follows (new language bolded and underlined; deleted language struck through): |
The section heading shall read “Special Factors and Other Relevant Information—Section 5. Position of the Buyer Parties, Max Wygod and Adam Dublin Regarding Fairness of the Offer and the Merger”
The following subsections are hereby added to such section:
“Position of Mr. Wygod Regarding Fairness of the Offer and the Merger
Mr. Wygod is the Chief Executive Officer of Forian, will be the Chief Executive Officer of the Surviving Corporation, serves as the sole director and sole executive officer of Parent, beneficially owns approximately 18.38% of the equity interests of Parent, and serves as a co-trustee of Sponsor. Under a possible interpretation of the SEC rules governing “going-private” transactions, Mr. Wygod may be deemed to be an affiliate of Forian engaged in the Rule 13e-3 transaction and, accordingly, required to express his belief as to the fairness of the Merger to Forian’s “unaffiliated security holders,” as defined in Rule 13e-3 under the Exchange Act. Mr. Wygod is making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and Schedule 13E-3. The view of Mr. Wygod as to the fairness of the Merger is not intended to be, and should not be construed as, a recommendation to any Forian stockholder as to whether that