UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-40146

FORIAN INC.

(Exact name of registrant as specified in its charter)

Maryland		85-3467693
(State or Other Jurisdiction of incorporation or Organization)		(I.R.S. 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

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 per Share		FORA		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically; every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.0405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
			Emerging growth company ☒

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Act). Yes ☐ No ☒

As of June 30, 2025 (last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $34 million based on the closing sale price as reported on Nasdaq. Shares of voting stock held by each executive officer and director of the registrant, together with voting stock held by affiliates of the registrant’s executive officers and directors, have been excluded from this calculation given that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of April 27, 2026, there were 31,240,882 shares outstanding of the registrant’s common stock, including shares of unvested restricted stock.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

Forian Inc. (“we,” “us,” “our,” the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Original Filing”), filed with the U.S. Securities and Exchange Commission (“SEC”), to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications by our principal executive officer and principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV is amended to include the currently dated certifications as exhibits.

Except as expressly noted in this Amendment No. 1, this Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of the Original Filing or modify or otherwise update any other disclosures contained in the Original Filing, including, without limitation, the financial statements. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.

TABLE OF CONTENTS

		Page

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	1

Item 11.	Executive Compensation	5

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	8

Item 13.	Certain Relationships and Related Transactions, and Director Independence	11

Item 14.	Principal Accountant Fees and Services	11

PART IV

Item 15.	Exhibits and Financial Statement Schedules	14

Name	Age	Position
Max C. Wygod	38	Executive Chairman, Chief Executive Officer and President
Adam Dublin	60	Chief Strategy Officer and Director
Caroline McGrail	51	General Counsel and Secretary
Michael Vesey	65	Chief Financial Officer

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽¹⁾	Option Awards ($)⁽¹⁾	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Max C. Wygod	2025	75,000	-	386,000	-	-	-	461,000
Executive Chairman, Chief Executive Officer and President	2024	75,000	-	-	-	-	-	75,000

Adam Dublin	2025	75,000	-	386,000	-	-	504,672⁽²⁾	965,672
Chief Strategy Officer	2024	75,000	-	-	-	-	358,878⁽²⁾	433,872

Michael Vesey	2025	360,544	-	386,000	-	186,522	-	933,066
Chief Financial Officer	2024	319,403	-	872,510	332,010	161,522	-	1,685,445

		Option Awards				Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that have not Vested (#)	Market Value of Shares or Units of Stock that have not vested ($)
Max C. Wygod	2/13/23	-	-	-	-	100,000⁽¹⁾	212,000
	7/15/25					200,000⁽²⁾	424,000

Adam Dublin	2/13/23	-	-	-	-	100,000⁽³⁾	212,000
	7/15/25					200,000⁽⁴⁾	424,000
Michael Vesey	9/2/21	350,000⁽⁵⁾	-	10.62	9/2/31	-	-
	5/11/22	175,000	25,000⁽⁶⁾	2.98	5/11/32	-	-
	2/13/23	127,187	57,813⁽⁷⁾	3.79	2/13/33	25,000⁽⁸⁾	53,000
	1/12/24	76,562	98,438⁽⁹⁾	2.67	1/12/35	131,250⁽¹⁰⁾	278,250
	11/8/24	-	-	-	-	150,000⁽¹¹⁾	318,000
	7/15/25	-	-	-	-	200,000⁽¹²⁾	424,000

Name	Fees earned or paid in cash ($)	Option Awards ($)⁽¹⁾	Total Compensation ($)
Mark J. Adler, M.D.	-	30,900	30,900
Ian G. Banwell	15,000⁽²⁾	30,900	45,900
Jennifer Hajj	-	30,900	30,900
Shahir Kassam-Adams	-	30,900	30,900
Alyssa F. Varadhan	15,000⁽²⁾	30,900	45,900
Kristiina Vuori, M.D., Ph.D.	-	30,900	30,900

Name of Beneficial Owner	Number of Shares of Common Stock	Percentage of Class
Named Executive Officers and Directors:
Mark J. Adler, M.D.⁽¹⁾	90,083	*
Ian G. Banwell⁽²⁾	157,284	*
Adam Dublin⁽³⁾	21,991,929	70.4	%
Jennifer Hajj⁽⁴⁾	62,500	*
Shahir Kassam-Adams⁽⁵⁾	22,044,429	70.6	%
Caroline McGrail	-	*
Alyssa Varadhan⁽⁶⁾	57,500	*
Michael Vesey⁽⁷⁾	938,359	2.9%
Kristiina Vuori⁽⁸⁾	81,257	*
Max C. Wygod⁽⁹⁾	21,991,929	73.4	%

Directors and Executive Officers as a group (10 individuals)	23,431,412	72.4	%
Beneficial Owners of more than 5% of our common stock:
2025 Acquisition Company, LLC⁽¹⁰⁾	21,991,929	70.4	%

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in columns (a)(c)
Equity compensation plans approved by security holders		2,001,040	$	4.71		5,873,375
Equity compensation plans not approved by security holders		350,000	$	10.62		-
Total		2,351,040	$	5.59		5,873,375

	2025		2024
Audit Fees⁽¹⁾	$	383,396		-
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	383,396		-

Exhibit Number	Description
31.1*	Certification of Chief Executive Officer Pursuant to Rule 13a‑15(e) or Rule 15d‑15(e)
31.2*	Certification of Chief Financial Officer Pursuant to Rule 13a‑15(e) or Rule 15d‑15(e)
32.1*	Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document ).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

Amendment: SEC Form 10-K/A filed by Forian Inc.