8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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):  December 20, 2023

FORIAN INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-40146	85-3467693
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

41 University Drive, Suite 400, Newtown, PA	18940
(Address of principal executive offices)	(Zip Code)

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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	FORA	The Nasdaq Stock Market LLC

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. ☐

Item 1.01 Entry into a Material Definitive Agreement

On December 20, 2023, a subsidiary of Forian Inc., Medical Outcomes Research Analytics, LLC (together, the “Company”), entered into a second amendment (the “Amendment”) to that certain License Agreement, dated of as of June 30, 2019 (the “License Agreement”), between the Company and a third-party data provider (the “Vendor”) in order to, among other things, (a) provide for the Company’s licensure of additional information assets; (b) modify the terms of use of such information assets; (c) extend the term of the License Agreement to include two additional renewal terms (the first for one additional year and the second for two additional years, each at the Company’s election); and (d) modify the license fees relating to such information assets to increase the annual license fee and to remove all revenue share fees.

The foregoing description of the Amendment is qualified in its entirety by reference to the text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The Company hereby files or furnishes, as applicable, the following exhibits:

Exhibit No.	Description
10.1	Amendment 2, dated as of December 20, 2023, to License Agreement, dated as of June 19, 2019, by and between the Company and Vendor.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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.

Dated: December 22, 2023	FORIAN INC.
	By:	/s/ Edward Spaniel, Jr.
	Name:	Edward Spaniel, Jr.
	Title:	Executive Vice President, General Counsel and Secretary

3

EX-10.1

Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

AMENDMENT 2

This SECOND Amendment (this “Amendment 2”) is entered into effective as of December 20, 2023 (the “Amendment 2 Effective Date”), by and between [***] (“Company”) and Medical Outcomes Research Analytics, LLC (“Client”) and amends that certain License Agreement, dated June 30, 2019, as amended by Amendment 1 dated April 9, 2020 (the “Agreement”), between the Company and Client. Capitalized terms used but not otherwise defined in this Amendment 2 with have the meanings given to them in the Agreement.

In consideration of the promises and of the mutual covenants contained herein, the parties hereby agree as follows:

1. Amendment.

a. Client agrees to a make a payment of $[***] to Company in accordance with Exhibit B for the incremental historical Licensed Data Product as described under “Project Details” in Exhibit A (the “2014-2023 Additional Licensed Data Product”) to be delivered prior to December 31, 2023.

b. All references to the “Licensed Data” shall be replaced with “Licensed Data Product.”

c. The fourth sentence of Section 1.3 shall be amended to delete the words “and/or” before clause (v) and to include the following directly following current clause (v):

“(vi) [***]; and/or (vii) [***];”

d. A Party’s exercise of its rights set forth in Section 1.4 shall be limited to one (1) time per Renewal Term.

e. Section 2.2 and all references to “Revenue Share Fees” are deleted from the Agreement and Client shall owe no further Revenue Share Fees.

f. The first sentence of Section 3 is deleted and replaced with the following:

“The term of this Agreement will begin on the Effective Date and will continue through June 29, 2022 (the “Initial Term”), provided that Client shall have the sole right and option to extend the Term for each of (a) three (3) successive two-year renewal periods upon delivery to Company of written notice not less than 30 days’ prior to the expiration of the then current Term; (b) one (1) successive one-year renewal period (i.e. June 30, 2028 – June 29, 2029) upon delivery to Company of written notice not less than 30 days’ prior to the expiration of the then current Term; and (c) one (1) successive two-year renewal period (i.e. June 30, 2029 – June 29, 2031) upon delivery to Company of written notice not less than 30 days’ prior to the expiration of the then current Term; provided that with respect to the renewal period set forth in this clause (c) only, Company may decline to extend the then current Term if at the time of such notice by Client Company is not party to any license or similar agreements with third parties pursuant to which it licenses products substantially similar to the Licensed Data Product (each such renewal period, a “Renewal Term” and collectively with the Initial Term, the “Term”).”

g. Section 8.1 is revised to replace the notice information for Client and Company with the following:

“If to Client:

Electronic Notice: [***] and [***]

Written Notice: Medical Outcomes Research Analytics, LLC

 C/O: Forian Inc.

 41 University Drive, Suite 400

 Newtown, PA 18940

“If to Company:

Electronic Notice: [***]

Written Notice: [***]

Attn:	[***]
	[***]
	[***]”

h. Exhibit A is deleted and replaced with the Exhibit A attached to this Amendment 2

i. Exhibit B is deleted and replaced with the Exhibit B attached to this Amendment 2.

2. [***].

3. No Other Modification. Except as expressly amended by this Amendment 2, all other terms of the Agreement, including prior versions and/or amendments to the SOW, shall apply and remain unchanged.

4. Amendments. Any amendments to Amendment 2 will be in writing and signed by authorized representatives of both parties.

5. Conflicting Terms. In the event of a conflict between any of the documents consisting of the Agreement, the terms of this Amendment 2 shall control and take precedence over such other terms of the Agreement. Otherwise, the Agreement shall remain in full force and effect.

6. Entire Agreement. This Amendment 2, together with the Agreement, represents the entire mutual agreement of the parties and supersedes all prior agreements and understandings between the parties relating to its subject matter.

7. Counterparts. The parties may execute this Amendment 2 in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument. The Parties consent to the use of electronic signatures.

IN WITNESS WHEREOF, the parties by their duly authorized representatives have caused this amendment to the Agreement to be executed as of the Amendment 2 Effective Date.

	For Medical Outcomes Research Analytics, LLC:		For [***]:
Signature:	/s/ Max Wygod	Signature:	[***]
Print Name:	Max Wygod	Print Name:	[***]
Title:	President	Title:	[***]
Date:	December 20, 2023	Date:	December 20, 2023

Exhibit A

[***]

Schedule A to Exhibit A

Data Dictionary

[***]

EXHIBIT B

FEES SCHEDULE

LICENSED DATA PRODUCT FEES AND PAYMENT TERMS. Company will invoice Client the fees for Services and Deliverables as described in the Agreement, and Client will pay such fees within thirty (30) days for the invoice deemed “Receipt of this Signed Agreement” and forty-five (45) days following the invoicing of all other invoices. Client will use commercially reasonable efforts to submit in writing any questions or disputes with respect to Services or Deliverables and relating invoices promptly after its receipt of such Services, Deliverables and related invoices. In the event that an invoice for Deliverables is under dispute in good faith at the time an invoice for subsequent Deliverables is due, Company and Client shall negotiate in good faith to reduce the Fees due under such pending invoice proportionately until resolution of the amounts under dispute. In the event of termination prior to the end of the Term, Company shall refund to Client any prepaid Fees on a pro-rated basis covering the period following the effective date of termination within thirty (30) days thereof.

NON-DELIVERY PENALTY. In the event that Company fails to provide Licensed Data Product with the specifications and on the schedule set forth in Exhibit A and does not cure such breach within seven (7) business days of its receipt of written notice from Client, then appropriate senior executives from Company and Client shall immediately engage in good faith negotiations in order (i) to understand the cause of such delay and the actions being taken by Company to remediate the delay and related timing and (ii) to determine an appropriate remedy for the failure, which may include payment to Client of a mutually agreed amount of monetary compensation until the earlier to occur of (i) such breach being cured and (ii) Client’s determination in its sole reasonable discretion that such monetary remedy is inadequate to address such breach and election to seek equitable relief pursuant to Section 8.6 of the Agreement. Client may elect to have any such amounts offset future Fees owed to Company under this Agreement or to issue an invoice for such amounts, which Company shall pay within forty-five (45) days. This non-delivery penalty is in addition to all available remedies, including Client’s right to terminate and to equitable relief in accordance with Sections 3 and 8.6 of the Agreement; provided, however, that this penalty shall not apply to the loss of Contingent Rights that are remediated in accordance with Client’s rights under Section 1.5.

Unless otherwise stated, all fees must be paid in U.S. Dollars.

The Base Fees and relating invoicing schedule are set forth below.

[***]

INVOICING. All Fees are exclusive of applicable taxes, which amounts will be set forth in the applicable invoice unless Client provides Company with satisfactory evidence of a tax exemption, in which case Company will not bill Client for taxes to which the exemption applies.

[***]

XML

Document and Entity Information	Dec. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 20, 2023
Entity File Number	001-40146
Entity Registrant Name	FORIAN INC.
Entity Central Index Key	0001829280
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3467693
Entity Address, Address Line One	41 University Drive
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Newtown
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18940
City Area Code	267
Local Phone Number	225-6263
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	FORA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false