Forian Inc. has received an unsolicited proposal from its chief executive officer and executive chairman Max Wygod to take the company private at $2.10 per share in cash. The proposal, dated August 25, 2025, comes from a consortium led by Wygod that includes inside directors Adam Dublin and Shahir Kassam-Adams, who collectively beneficially own approximately 63% of the company's common stock.
The $2.10 per share offer represents a 19% premium to Forian's closing price as of August 22, 2025, providing immediate liquidity and certainty of value to public stockholders at a substantial premium to current trading levels. The proposal highlights the challenges facing public companies with low float, noting that Forian's market liquidity issues depress stock valuation and create disparities with comparable private peers.
In the proposal letter, Wygod argued that being a public company subjects Forian to unnecessary expenses, distractions, and administrative burdens associated with quarterly reporting requirements and Sarbanes-Oxley compliance obligations. The consortium believes the transaction would address these considerations while serving the best interests of Forian stockholders and other stakeholders, including employees, clients, and end-users.
The company's board of directors has established a special committee consisting of independent directors to evaluate the proposal and determine the appropriate course of action. The transaction would be conditioned on several factors, including receipt of financing, negotiation of satisfactory employment agreements, execution of a definitive acquisition agreement, and approval by the special committee. The consortium plans to fund the transaction through a combination of personal resources, third-party financing, and the company's net cash at closing.
The proposal anticipates a two-step process involving a cash tender offer followed by a short-form merger under Section 251(h) of the Delaware General Corporation Law. The consortium has engaged Allen Overy Shearman Sterling US LLP as legal counsel and expects to complete due diligence quickly given their existing knowledge of the company. However, the proposal remains non-binding, and there can be no assurance that any definitive offer will be received or that the transaction will be approved or consummated.
This development is significant for investors and the healthcare data analytics industry as it represents a potential shift in ownership structure that could impact Forian's strategic direction, operational flexibility, and competitive positioning. The transaction, if completed, would remove the company from public market scrutiny while providing shareholders with a premium exit opportunity. The special committee's evaluation process and eventual decision will be closely watched as an indicator of how companies balance public market requirements with private ownership advantages in the evolving data analytics sector.
