UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒

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

For the quarter ended September 30, 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)


Delaware		85-3467693
(State of 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 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 is a shell company (as defined in Rule 12b 2 of the Act). Yes ☐ No ☒

As of November 13, 2025, there were 31,072,252 shares outstanding of the registrant’s common stock.


PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	1

	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	2

	Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	5

	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40

Item 4.	Controls and Procedures	40

PART II	OTHER INFORMATION	41

Item 1.	Legal Proceedings	41

Item 1A.	Risk Factors	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 3.	Defaults Upon Senior Securities	42

Item 4.	Mine Safety Disclosures	42

Item 5.	Other Information	42

Item 6.	Exhibits	42

Signatures		43

FORIAN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

Item 1.

Financial Statements and Supplementary Unaudited Data


		September 30,			December 31,
		2025			2024
ASSETS		(Unaudited)
Current assets:
Cash and cash equivalents	$	4,660,622		$	4,590,661
Marketable securities		23,564,416			30,492,088
Accounts receivable, net		5,425,188			3,971,702
Contract assets, net		2,744,722			2,586,712
Prepaid expenses		1,416,542			1,111,234
Other current assets		1,555,879			1,707,694
Total current assets		39,367,369			44,460,091

Property and equipment, net		33,466			46,652
Intangible assets, net		1,049,644			1,192,044
Right of use assets, net		18,097			35,560
Deposits and other assets		785,759			1,435,496
Total assets	$	41,254,335		$	47,169,843

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,114,339		$	982,665
Accrued expenses and other current liabilities		3,996,995			4,413,267
Short-term operating lease liabilities		18,097			23,423
Deferred revenues		4,044,273			4,487,686
Convertible notes payable, net of debt issuance costs (Note 11) ($0 and $6,000,000 in principal as of September 30, 2025 and December 31, 2024 was held by a related party. Refer to Note 14)		—			6,697,649
Total current liabilities		10,173,704			16,604,690

Long-term liabilities:
Other long-term liabilities		—			512,137
Total long-term liabilities		—			512,137
Total liabilities		10,173,704			17,116,827
Commitments and contingencies (Note 16)

Stockholders' equity:
Preferred Stock; par value $0.001; 5,000,000 Shares authorized; 0 issued and outstanding as of September 30, 2025 and December 31, 2024		—			—
Common Stock; par value $0.001; 95,000,000 Shares authorized; 30,996,512 issued and outstanding as of September 30, 2025 and 31,010,788 issued and outstanding as of December 31, 2024		30,997			31,011
Additional paid-in capital		82,017,033			79,937,115
Accumulated deficit		(50,967,399	)		(49,915,110	)
Total stockholders' equity		31,080,631			30,053,016
Total liabilities and stockholders' equity	$	41,254,335		$	47,169,843

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FORIAN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)



		For the Three Months Ended September 30,						For the Nine Months Ended September 30,
		2025			2024			2025			2024
Revenue	$	7,762,183		$	4,686,312		$	22,294,439		$	14,340,791

Costs and Expenses:
Cost of revenues		3,753,561			1,402,920			10,113,352			4,913,195
Research and development		676,172			291,962			1,958,140			989,052
Sales and marketing		1,461,348			956,983			4,339,785			3,029,783
General and administrative		2,118,273			2,858,184			7,369,326			9,371,430
Litigation settlements and related expenses		—			1,394			—			1,152,670
Depreciation and amortization		52,135			6,629			155,586			23,405
Strategic review and transaction related expenses		170,579			(35,931	)		176,724			399,913
Total costs and expenses		8,232,068			5,482,141			24,112,913			19,879,448

Operating Loss		(469,885	)		(795,829	)		(1,818,474	)		(5,538,657	)

Other Income (Expense):
Change in fair value of warrant liability		—			20			—			563
Interest and investment income		336,002			658,339			1,012,818			1,951,812
Gain on sale of investment		—			32,082			—			80,694
Interest expense		(35,984	)		(195,415	)		(142,351	)		(587,684	)
Gain on debt redemption		—			—			—			137,356
Total other income, net		300,018			495,026			870,467			1,582,741

Net loss before income taxes		(169,867	)		(300,803	)		(948,007	)		(3,955,916	)
Income tax benefit (expense)		18,647			95,896			(104,282	)		(14,865	)
Net loss	$	(151,220	)	$	(204,907	)	$	(1,052,289	)	$	(3,970,781	)
Basic and diluted net loss per common share	$	(0.00	)	$	(0.01	)	$	(0.03	)	$	(0.13	)
Weighted-average shares outstanding - basic and diluted		31,082,725			31,098,180			31,136,376			31,064,418

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FORIAN INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)




	Preferred Stock			Common Stock
	Shares		Par Value @ $0.001 per share	Shares			Par Value @ $0.001 per share			Additional Paid In Capital			Accumulated Deficit			Stockholders' Equity
Balance at January 1, 2025	—	$	—	31,010,788		$	31,011		$	79,937,115		$	(49,915,110	)	$	30,053,016
Vesting of Restricted Stock and Stock Awards, net of shares surrendered for taxes	—		—	190,584			191			(172,486	)		—			(172,295	)
Issuance of Forian common stock upon exercise of stock options	—		—	940			1			(1	)		—			—
Stock-based compensation expense	—		—	—			—			1,292,786			—			1,292,786
Net loss	—		—	—			—			—			(1,125,862	)		(1,125,862	)
Balance at March 31, 2025	—		—	31,202,312			31,203			81,057,414			(51,040,972	)		30,047,645
Repurchase and retirement of common stock, inclusive of excise taxes	—		—	—			—			7,721			—			7,721
Stock-based compensation expense	—		—	—			—			661,502			—			661,502
Net income	—		—	—			—			—			224,793			224,793
Balance at June 30, 2025	—		—	31,202,312			31,203			81,726,637			(50,816,179	)		30,941,661
Vesting of Restricted Stock and Stock Awards, net of shares surrendered for taxes	—		—	6,700			7			(6,968	)		—			(6,961	)
Repurchase and retirement of common stock, inclusive of excise taxes	—		—	(212,500	)		(213	)		(420,452	)		—			(420,665	)
Stock-based compensation expense	—		—	—			—			717,816			—			717,816
Net loss	—		—	—			—			—			(151,220	)		(151,220	)
Balance at September 30, 2025	—	$	—	30,996,512		$	30,997		$	82,017,033		$	(50,967,399	)	$	31,080,631

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FORIAN INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)







	Preferred Stock			Common Stock
	Shares		Par Value @ $0.001 per share	Shares			Par Value @ $0.001 per share			Additional Paid In Capital			Accumulated Deficit			Stockholders' Equity
Balance at January 1, 2024 (as restated)	—	$	—	30,920,450		$	30,920		$	73,834,300		$	(46,144,040	)	$	27,721,180
Vesting of Restricted Stock and Stock Awards, net of shares surrendered for taxes	—		—	170,260			170			(81,533	)		—			(81,363	)
Issuance of Forian common stock upon exercise of stock options	—		—	2,462			3			(3	)		—			—
Stock-based compensation expense	—		—	—			—			1,658,915			—			1,658,915
Net loss	—		—	—			—			—			(1,212,615	)		(1,212,615	)
Balance at March 31, 2024	—		—	31,093,172			31,093			75,411,679			(47,356,655	)		28,086,117
Vesting of Restricted Stock and Stock Awards, net of shares surrendered for taxes	—		—	17,127			17			(19,316	)		—			(19,299	)
Issuance of Forian common stock upon exercise of stock options	—		—	(112	)		—			—			—
Stock-based compensation expense	—		—	—			—			1,662,636			—			1,662,636
Net loss	—		—	—			—			—			(2,553,259	)		(2,553,259	)
Balance at June 30, 2024	—		—	31,110,187			31,110			77,054,999			(49,909,914	)		27,176,195
Vesting of Restricted Stock and Stock Awards, net of shares surrendered for taxes	—		—	12,508			13			(12,988	)		—			(12,975	)
Repurchase and retirement of common stock, inclusive of excise taxes	—		—	(30,000	)		(30	)		(74,370	)		—			(74,400	)
Stock-based compensation expense	—		—	—			—			1,552,042			—			1,552,042
Net loss	—		—	—			—			—			(204,907	)		(204,907	)
Balance at September 30, 2024	—	$	—	31,092,695		$	31,093		$	78,519,683		$	(50,114,821	)	$	28,435,955

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FORIAN INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)



		For the Nine Months Ended September 30,
		2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,052,289	)	$	(3,970,781	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		155,586			23,405
Amortization on right of use asset		17,463			16,296
Amortization of debt issuance costs		3,555			3,999
Amortization of discount - proceeds from sale of discontinued operations		—			(20,712	)
Interest accrued on convertible notes		138,796			583,685
Accretion of discounts on marketable securities		(910,506	)		(1,876,074	)
Gain on sale of investment		—			(80,694	)
Gain on debt redemption		—			(137,356	)
Provision for credit losses		—			225,000
Stock-based compensation expense		2,672,104			4,873,593
Change in fair value of warrant liability		—			(563	)
Change in operating assets and liabilities:
Accounts receivable		(1,453,486	)		(1,198,651	)
Contract assets		(158,010	)		251,681
Prepaid expenses		(305,308	)		379,453
Lease liabilities		(17,463	)		(27,505	)
Deposits and other assets		801,552			1,098,673
Accounts payable		1,131,674			682,239
Accrued expenses		(416,272	)		(1,634,149	)
Deferred revenues		(443,413	)		(169,832	)
Other liabilities		(500,000	)		(488,791	)
Net cash used in operating activities		(336,017	)		(1,467,084	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities		(73,977,822	)		(133,894,613	)
Sale and maturity of marketable securities		81,816,000			131,417,076
Proceeds from sale of investment		—			80,694
Net cash from sale of discontinued operations		—			1,666,666
Net cash provided by (used in) investing activities		7,838,178			(730,177	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Tax payments related to shares withheld for vested restricted stock units		(179,256	)		(113,637	)
Repurchase of common stock		(412,944	)		(74,400	)
Cash used to redeem convertible notes		(6,840,000	)		(950,000	)
Net cash used in financing activities		(7,432,200	)		(1,138,037	)

Net change in cash and cash equivalents		69,961			(3,335,298	)

Cash and cash equivalents, beginning of period		4,590,661			6,042,986

Cash and cash equivalents, end of period	$	4,660,622		$	2,707,688

Supplemental disclosure of cash flow information:
Cash paid (received) for taxes	$	182,678		$	(1,346,108	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FORIAN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1

BUSINESS ORGANIZATION AND NATURE OF OPERATIONS

Forian Inc. (the “Company” or “Forian”) was incorporated in Delaware on October 15, 2020 as a wholly owned subsidiary of Forian LLC (f/k/a Medical Outcomes Research Analytics, LLC) (“MOR”) for the purpose of effecting the business combination with Helix Technologies, Inc. (“Helix”). Forian provides a unique suite of data management capabilities and proprietary information and analytics solutions to optimize and measure operational, clinical and financial performance for customers within the healthcare and life sciences and financial services industries.

On October 31, 2024, (the “Kyber Acquisition Date”), the Company entered into a Membership Interest Assignment Agreement (the “Assignment Agreement”), by and among Cowen Inc. (“Cowen”), IMcK Holdings LLC (“Minority Seller” and together with Cowen, the “Sellers”), Kyber Data Science, LLC (“Kyber”) and the Company, pursuant to which the Company acquired all outstanding equity interests of Kyber (the “Kyber Transferred Interests”) from the Sellers, effective October 31, 2024 (the “Kyber Transaction”). The business combination with Kyber was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with the Company deemed the accounting acquirer for financial reporting purposes. Kyber provides a unique suite of data management capabilities and proprietary information and analytics solutions to optimize and measure financial performance for customers within the financial services industry.

Note 2

BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain footnotes and other financial information normally required by U.S. GAAP have been condensed or omitted in accordance with instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, such statements include all adjustments which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of September 30, 2025. The operating results presented herein are not necessarily an indication of the results that may be expected for the year. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (“SEC”) on April 11, 2025.

Note 3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements of the Company include the accounts of (i) Forian LLC (f/k/a Medical Outcomes Research Analytics, LLC); (ii) Kyber Data Science LLC and its wholly owned subsidiaries Kyber Aesthetic Data LLC (which merged into Kyber Data Science LLC on June 19, 2025), Kyber Data Sub LLC, Kyber Health Data LLC and Kyber Survey Data LLC (which merged into Kyber Data Science LLC on June 19, 2025) (effective October 31, 2024) and (iii) Helix Technologies, Inc. and its wholly owned subsidiaries Helix Legacy, Inc. (f/k/a Security Grade Protective Services, Ltd.), and Green Tree International, Inc. All intercompany transactions have been eliminated in consolidation.

Use of Estimates

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses together with amounts disclosed in the related notes to the financial statements. The significant areas of estimation include but are not limited to revenues, accounting for the allowance for credit losses, income taxes, fair value of assets and intangible assets acquired in a business combination and stock-based compensation. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is possible that the external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates.

Reclassifications

Certain reclassifications have been made to the prior period financial statements to conform to the current period financial statement presentation. Certain strategic review related expenses that were previously included in general and administrative expenses in the prior period financial statements have been reclassified to strategic review related expenses to be consistent with the current presentation.

Fair Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an ordinary transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 - quoted prices in active markets for identical assets or liabilities;

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable; and

Level 3 - inputs that are unobservable.

The carrying value of the Company’s financial instruments, such as cash, marketable securities, accounts receivable and accrued liabilities and other liabilities approximate fair values due to the short-term nature of these instruments.

Cash and Cash Equivalents and Credit Risk

The Company considers all cash accounts and highly liquid investments with a maturity of less than ninety days, when purchased, as cash and cash equivalents.

The Company maintains cash with major financial institutions. Cash held at U.S. bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution, as the coverage is based on individually titled accounts. The portion of deposits in excess of FDIC coverage is not protected by such insurance and represents a credit risk to the Company. At times, the Company’s deposits exceed this coverage.

Accounts Receivable, Contract Assets and Allowance for Credit Losses

The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment regardless of whether revenue has been recognized. If revenue is recognized in advance of the right to invoice, a contract asset (unbilled receivable) is recorded in the condensed consolidated balance sheets.

Accounts receivable are recorded at the invoiced amount, net of allowance for credit losses. The Company determines the allowance for credit losses based on historical write-off experience, customer specific facts and economic conditions.

Contract assets represent contractual rights to consideration in the future and are generated when contractual billing schedules differ from the timing of revenue recognition. The Company determines the allowance for credit losses based on historical payment experience, customer specific facts, expected performance over the duration of the contract and economic conditions.

Outstanding account balances are reviewed individually for collectability or realizability. The allowance for credit losses is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable or contract assets. The allowance for credit losses for accounts receivable was $225,000 at September 30, 2025 and $225,000 at December 31, 2024. The allowance for credit losses for contract assets was $279,167 at September 30, 2025 and $225,000 at December 31, 2024.

Management charges account balances against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Proceeds Receivable From Sale of Discontinued Operations, Net

In February 2023, the Company received a note for $10,000,000 payable in twelve equal monthly installments as partial consideration for the sale of Bio-Tech Medical Software, Inc., a Florida corporation (“BioTrack”). As of February, 2024 the note has been fully paid. The Company recognized $0 and $0 and $0 and $20,712 of amortization of the $410,000 original discount recorded on the note interest as investment income for the three and nine months ended September 30, 2025 and 2024, respectively.

Business Combinations

The Company accounts for its business combinations under the provisions of ASC Topic 805-10, which requires that the acquisition method of accounting be used for all business combinations. Assets acquired and liabilities assumed, including non-controlling interests, are recorded at the date of acquisition at their respective fair values. Any excess fair value of the net tangible and intangible assets acquired over the purchase price is recorded as bargain purchase gain in the statements of operations at the acquisition closing date. During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed. After the measurement period, all adjustments are recorded in the condensed consolidated statements of operations as operating expenses or income. Acquisition-related expenses are recognized separately from the business combinations and are expensed as incurred.

Revenue Recognition

The Company recognizes revenue in accordance with FASB Topic 606, Revenue from Contracts with Customers (“ASC 606”).

Under ASC 606, the Company recognizes revenue when (or as) customers obtain control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation. The Company applies the provisions of ASC 606 to an arrangement when a substantive contract exists and collectability is probable.

The Company derives revenue primarily from fees for the Company’s information products. Information products contracts are generally for a period of one month to five years. Customers may access data analytics products through the use of tools provided by the Company or by utilizing their own tools per the contract. Data products may consist of a bundle of inputs including historical information as it exists at the time of delivery or information that will be updated over a period of time as agreed with the customer. In most cases, the provision of information products is considered a single performance obligation. In cases where the Company is not obligated to update information over the access period and control over the use of the products passes to the customer when delivered, revenue is recognized at the point in time the information products are made available to the customer. In cases where information updates are provided over the contract term, they are considered highly interrelated with the information product delivered upon contract inception and revenue is recognized ratably over the life of the contract. Customers are generally invoiced according to monthly, quarterly or annual amounts specified in the contract. Any amounts invoiced in excess of revenue recognized are recorded as deferred revenue. Revenue recognized in excess of amounts invoiced is recorded as a contract asset.

In some cases, contracts provide for variable consideration that is contingent upon the occurrence of uncertain future events, which can either increase or decrease the transaction price, including sales of products by customers derived from data analytics products the Company provides and the volume of data made available to the customer within the data products. Variable consideration based on sales of products by customers is recognized in the period of sales, subject to minimum amounts specified in contracts. Variable consideration is estimated at the expected value or at the most likely amount depending on the type of consideration. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The estimate of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of anticipated performance and all information (historical, current and forecasted) that is reasonably available to the Company and reevaluated each reporting period. The effect of revisions in recognized estimated variable consideration in excess of minimums are recorded beginning in the period in which the estimates are revised. Actual results could differ from periodic estimates.

Significant judgments and estimates are sometimes necessary for the determination of whether performance obligations in a contract are distinct and whether they are delivered at a point in time or over time. Judgement is also necessary to assess revenue recognized under variable revenue arrangements.

Contract acquisition costs, which consist of sales commissions paid or payable, are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial and renewal contracts are deferred and then amortized on a straight-line basis over the contract term.

Contract assets and deferred revenues consist of the following as of September 30, 2025 and December 31, 2024:


	Contract Assets										Contract Liability
		Costs of obtaining contracts			Unbilled revenue			Total			Deferred Revenue
Balance at January 1, 2024	$	107,332		$	2,543,477		$	2,650,809		$	2,225,009
Beginning deferred revenue balance recognized during the period		—			—			—			(1,975,009	)
Net change due to acquisition		—			—			—			2,059,560
Net change due to timing of billings, payments and recognition		(44,882	)		(19,215	)		(64,097	)		2,178,126
Balance at December 31, 2024		62,450			2,524,262			2,586,712			4,487,686
Beginning deferred revenue balance recognized during the period		—			—			—			(4,230,014	)
Net change due to timing of billings, payments and recognition		82,925			75,085			158,010			3,786,601
Balance at September 30, 2025	$	145,375		$	2,599,347		$	2,744,722		$	4,044,273

Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods. The majority of the Company’s noncurrent remaining performance obligations will be recognized over the next 36 months.

The transaction price allocated to remaining performance obligations consisted of the following:

		September 30, 2025		December 31, 2024
Estimated next twelve months	$	19,887,065	$	20,550,004
Thereafter		10,327,925		13,397,200
Total	$	30,214,990	$	33,947,204

The Company’s disaggregated revenue categories for the three and nine months ended September 30, 2025 and 2024 are as follows:


		For the Three Months Ended September 30,				For the Nine Months Ended September 30,
		2025		2024		2025		2024
Revenue recognized over time	$	7,500,683	$	4,422,812	$	21,730,439	$	13,158,291
Revenue recognized at a point in time		261,500		263,500		564,000		1,182,500
Total	$	7,762,183	$	4,686,312	$	22,294,439	$	14,340,791

Segment Information

FASB ASC Topic 280, Segment Reporting (“ASC 280”), establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Accordingly, the CODM uses consolidated net loss to measure segment profit or loss, allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development and general and administrative) at the consolidated level to manage the Company’s operations. Other segment items included in consolidated net loss are interest income, other expense, net and the provision for (benefit from) income taxes and infrequent items such as gain on redemption of debt, gain on sale of investment and gain on bargain purchase, which are reflected in the condensed consolidated statements of operations.

Sales for the three months ended September 30, 2025, by country as a percentage of total sales were: United States (95%) and Great Britain/others (5%) compared to sales for the three months ended September 30, 2024, by country as a percentage of total sales which were: United States (91%) and Australia (9%).

Sales for the nine months ended September 30, 2025, by country as a percentage of total sales were: United States (94%) and Great Britain/others (6%) compared to sales for the nine months ended September 30, 2024, by country as a percentage of total sales which were: United States (90%), Australia (8%) and Canada (2%).

The Company’s long-lived assets consist primarily of intangible assets, deposits and other assets. As of September 30, 2025 and December 31, 2024, all of the Company’s long-lived assets were in the U.S.

The Company’s operations are comprised of a single reportable segment providing analytic and information services to the healthcare, life science and financial services industries.

Customer Concentration

During the three and nine months ended September 30, 2025, the Company had one customer representing 11.0% and 11.5% of revenue, respectively. At September 30, 2025, the Company had three customers representing 17.9%, 10.7%, and 10.1% of accounts receivable.

During the three and nine months ended September 30, 2024, the Company had two customers representing 17.0% and 11.8% and 16.7% and 12.4% of revenue. At September 30, 2024, the Company had three customers representing 22.4%, 13.1%, and 13.0% of accounts receivable.

Vendors and Licensors

The Company licenses certain information assets from third parties as a key input to certain information and software products. Any disruptions associated with these suppliers could have a material short-term impact on the business while alternate sources are secured. The information licenses specify content deliverables and specified use rights for a fixed fee and time period. Payment terms for information licenses generally consist of upfront payments and annual licensing fees. The Company expenses the contract costs over the expected period of benefit and records any differences between amounts expensed and payments incurred as other assets or liabilities on a contract by contract basis. Payments for licensed information, including the changes in related assets and liabilities, are classified within “Net cash provided by operating activities” on the condensed consolidated statements of cash flows. In cases where the Company pays variable fees based on content usage, such costs are expensed as incurred.

On July 31, 2024, the Company was informed by one of its information vendors that effective December 31, 2024, the vendor would no longer include certain data within the information products it licenses to the Company. The vendor stated this was due to clarifications and updates to the licensing relationship between the vendor and one of its data suppliers. In February 2025, the vendor announced that it intended to exit the data licensing business by the end of 2026. The Company plans to license data from additional vendors in consideration of the above changes; however, there can be no assurance that the alternate sources of comparable data can be obtained, and if so, on terms and conditions substantially equivalent to those under the Company’s previous agreement. As a result of this event, the Company is evaluating its rights under the contract and the impact of the vendor’s announced wind down on future obligations under the agreement. The Company reduced the expected period of benefit under the agreement effective with the vendors announcement. The resulting change in accounting estimate did not have a material impact on operating results for either the three or nine months ended September 30, 2025.

On September 23, 2024, the Company was informed by one of its information vendors that it was exercising the right to terminate the agreement with the Company effective September 25, 2024, based on restrictions imposed by the information vendor’s upstream licensor. As a result, the Company recorded an adjustment of $542,389 recorded as a reduction of cost of revenues during the year ended December 31, 2024, representing previously recorded charges under the contract that will not be paid. On July 2, 2025, the Company entered into a Termination and Wind Down Agreement with the vendor providing for a reduction of fees for the period through the termination date of $175,000. As a result, the Company recorded an adjustment of $175,000 included in cost of revenues during the three months ended June 30, 2025, representing previously recorded charges under the contract that will not be paid.

Vendor Concentration

During the three months ended September 30, 2025, the Company had two vendors, representing 19.1% and 11.4% of purchases and expenses and during the nine months ended September 30, 2025, the Company had two vendors representing 20.2% and 11.5% of purchases and expenses.

During the three months ended September 30, 2024, the Company had two vendors, representing 16.2% and 10.7% of purchases and expenses and during the nine months ended September 30, 2024, the Company had four vendors representing 24.4%, 13.7%, 12.6%, and 10.8% of purchases and expenses.

Property and Equipment, Net

Property and equipment are stated at cost, net of accumulated depreciation, which is recorded commencing at the in-service date using the straight-line method at rates sufficient to charge the cost of depreciable assets to operations over their estimated useful lives, which are 1 to 7 years. Maintenance and repairs are charged to operations as incurred.

Long-Lived Assets, Including Definite Lived Intangible Assets

The Company reviews for the impairment of long-lived assets annually and whenever events and or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Such indicators include, among others, the nature of the asset, the projected future economic benefit of the asset, historical and future cash flows and profitability measurements. An impairment loss would be recognized when the value of the undiscounted estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than the carrying value. There were no impairment losses recognized during the three and nine months ended September 30, 2025 and 2024.

Contingencies

Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed consolidated financial statements. Contingencies are inherently unpredictable and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions.

Advertising

Advertising costs are expensed as incurred and included in sales and marketing expenses and amounted to $1,448 and $22,767 and $16,073 and $76,579 for the three and nine months ended September 30, 2025 and 2024, respectively.

Net Loss per Share

The calculation of net loss per share is based on the weighted average number of common shares or common stock equivalents outstanding during the applicable period. The dilutive effect of common stock equivalents is excluded from basic earnings per share and is included in the calculation of diluted earnings per share, unless their impact is antidilutive to the “control number,” which is income (loss) from operations. Shares issuable under convertible notes, employee stock options, employee restricted stock awards and similar equity instruments granted by the Company are treated as potential ordinary shares outstanding in computing diluted earnings per share. Diluted shares outstanding are calculated using the as if converted method for convertible notes and the treasury stock method for other potentially dilutive securities. Under the as if converted method, the dilutive impact of securities is calculated as if conversion occurred at the beginning of the reporting period. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized and the amount of benefits that would be recorded in common shares when the award becomes deductible for tax purposes are assumed to be used to repurchase shares. As the Company has incurred net losses from operations for the three and nine months ended September 30, 2025 and the three and nine months ended September 30, 2024, the diluted loss per share is the same as basic loss per share for the periods presented.

Stock-based Compensation

The Company’s 2020 Equity Incentive Plan (“2020 Plan”) permits the grant of stock options, restricted stock awards and/or restricted stock units. A total of 4,000,000 shares of Company common stock were originally authorized and reserved for issuance under the 2020 Plan. On June 15, 2022, the Company’s stockholders approved an amendment to the 2020 Plan, which amended the 2020 Plan to increase the number of shares available for issuance by 2,400,000 shares and on June 11, 2025, the Company's stockholders approved an amendment to the 2020 Plan, which amended the 2020 Plan to increase the number of shares available for issuance by 4,000,000 shares to a total of 10,400,000 shares. Stock options represent the right to purchase Company common stock at the exercise price on the date of grant of the stock option at a future date. Restricted stock awards are grants of shares of Company common stock. Restricted stock units represent the right to receive shares of Company common stock on future specified dates. Stock options, restricted stock awards and restricted stock units granted contain restrictions that cause them to be subject to substantial risk of forfeiture and restrict their exercise, sale or other transfer by the grantee until they vest. The terms of the stock options, restricted stock awards and units granted under the 2020 Plan are determined by the Board of Directors in the agreement evidencing the award, including the number of shares, period of restriction or vesting schedule and other terms. The fair value of the stock options, restricted stock awards and restricted stock units is based on the underlying grant date fair value of the Company’s common stock. The fair value is then expensed over the requisite service periods of the awards which is generally the service period and the related amount is recognized in the condensed consolidated statements of operations. The impact of forfeitures are recognized in the period incurred.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”). Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities, which are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The provision for income taxes represents federal, state, and local income taxes. The effective rate differs from statutory rates due to the effect of state and local income taxes, tax benefit of research and development (“R&D”) credits and certain nondeductible expenses. The Company’s effective tax rate will change from period to period based on recurring and non-recurring factors including, but not limited to, the geographical mix of earnings, enacted tax legislation and state and local income taxes. In addition, changes in judgment from the evaluation of new information resulting in the recognition, derecognition, or re-measurement of a tax position taken in a prior annual period is recognized separately in the period of the change.

For the three and nine months ended September 30, 2025, the Company recognized a net income tax benefit of $18,647 and net income tax expense of $104,282. For the three and nine months ended September 30, 2024, the Company recognized a net income tax benefit of $95,896 and net income tax expense of $14,865. The Company claims R&D tax credits on eligible R&D expenditures. The R&D tax credits are recognized as a reduction to income tax expense.

The Company files a consolidated U.S. income tax return and tax returns in certain state and local jurisdictions. As of September 30, 2025, the Company is not currently under any examination in any tax jurisdiction.

Tax contingencies are recorded, if needed, to address potential exposure involving tax positions the Company has taken that could be challenged by tax authorities. These potential exposures could result from applications of various statutes, rules, regulations and interpretations. Any estimates of tax contingencies contain assumptions and judgments about potential actions by taxing jurisdictions. Any interest and penalties related to uncertain tax positions would be included as part of the income tax provision. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors.

On July 4, 2025, the One Big Beautiful Bill was enacted (“OBBBA”), introducing significant and wide-ranging changes to the U.S. federal tax system. Significant components include restoration of 100% accelerated tax depreciation on qualifying property including expansion to cover qualified production property and the return to immediate expensing of domestic research and experimental expenditures (“R&E”). With respect to the immediate expensing of domestic R&E, the Company expects to file a method of accounting change for the capitalized domestic 174 R&E expenditures as of January 1, 2025 with a 481(a) adjustment in the 2025 taxable year. The Company recorded a credit to income taxes related to the accounting change during the period ended September 30, 2025. The change in accounting method did not materially impact the Company’s deferred tax assets or income tax expense due to the existing valuation allowance.

Litigation Settlements and Related Expenses

Litigation settlements and related expenses consist of incremental third-party legal expenses and settlement expenses, net of any insurance recoveries, associated with litigation, which pertains to entities acquired in the Helix merger (see “Note 16 – Commitments and Contingencies”).

Strategic Review and Transaction Related Expenses

Strategic review and acquisition related expenses are primarily related to professional fees incurred related to an unsolicited offer to take the Company private in 2025 and a strategic review of the Company’s operations and acquisition of Kyber in 2024.

Stock Repurchase

On July 18, 2025, the Company purchased and retired 90,000 shares of its common stock in a private transaction for $176,400 at a purchase price of $1.96 per share.

On August 25, 2025, the Company purchased and retired 122,500 shares of its common stock in a private transaction for $240,100 at a purchase price of $1.96 per share.

On July 29, 2024, the Company purchased and retired 30,000 shares of its common stock in a private transaction for $74,400.

On October 4, 2024, the Company purchased and retired 100,000 shares of common stock of the Company in a private transaction for $218,500.

Recent Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires additional disclosures related to rate reconciliation, income taxes paid and other disclosures. Under ASU 2023-09, for each annual periods presented, public entities are required to (1) disclose specific categories in the tabular rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires all reporting entities to disclose on an annual basis the amount of income taxes paid disaggregated by federal, state and foreign taxes as well as the amount of income taxes paid by individual jurisdiction. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024, and can be applied on a prospective basis with an option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of certain amounts included in the expense captions presented on the condensed consolidated statement of operations as well as disclosures about selling expenses. The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued Accounting Standards Update No 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 introduces a practical expedient to calculating current expected credit loss by assuming that the current conditions as of the balance sheet date will not change for the remaining life of the asset. This expedient can only be applied to current accounts receivable and current contract assets. This update is effective for annual reporting periods beginning after December 15, 2025 and interim periods within those annual periods, and this update is applied prospectively. Early adoption is permitted in both interim and annual periods in which financials have not been issued. The Company is currently evaluating the impact of ASU 2025-05 on its consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncements

The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements.

Note 4

ACQUISITION

The Company entered into the Assignment Agreement, by and among the Sellers, Kyber, and the Company, pursuant to which the Company acquired the Kyber Transferred Interests from the Sellers, effective as of the Kyber Acquisition Date. Pursuant to the terms of the Assignment Agreement, at the closing, Sellers transferred and assigned all of the Kyber Transferred Interests to the Company in consideration of the Company’s assumption of Kyber’s ordinary course liabilities. The Assignment Agreement also contains a customary post-closing working capital adjustment, which was resolved without material impact to the Transaction. All outstanding Class B Units of Kyber were cancelled prior to the closing of the Kyber Transaction and no consideration was paid to the Class B Unit holders.

In accordance with ASC 805, the Company has been considered the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Company has recorded the assets, including the acquired identified intangible assets, and liabilities assumed in the Kyber Transaction at their fair values at the date of acquisition. Any excess of the fair value of the net assets acquired over the purchase price has been recorded as a bargain purchase gain.

The Company obtained control of Kyber for no consideration other than the assumption of certain normal course working capital liabilities. The Company recorded a gain on bargain purchase upon completion of the transaction. The bargain purchase was a result of the Sellers’ plan to wind down and terminate Kyber’s operations if a sale was not completed by October 31, 2024, due to a previous change in ownership.

During the measurement period of up to one year from the Kyber Acquisition Date, the Company may record adjustments identified, if any, to the acquisition-date fair values of assets acquired and liabilities assumed with the corresponding offset to gain on bargain purchase. Upon the conclusion of the measurement period, no such adjustments were recorded.

The following table summarizes the fair values of the assets acquired and liabilities assumed on the Kyber Acquisition Date:

Description		Purchase Price
Purchase price	$	—
Total consideration transferred	$	—


		As of October 31, 2024	Estimated Useful Life (Years)
Assets acquired
Cash	$	1,415,696
Accounts receivables from customers, net		767,052
Prepaid expenses and other assets		109,934
Due from seller		67,443
Customer relationship intangible		1,011,000	6
Trademarks		215,000	9
Total assets acquired		3,586,125

Liabilities assumed
Accrued expenses		321,735
Deferred revenue		2,059,560
Total liabilities assumed		2,381,295

SEC Form 10-Q filed by Forian Inc.