Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
Forian Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
34630N106 (CUSIP Number) |
Creighton Condon 599 Lexington Ave., New York, NY, 10022 (212) 848-7628 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/15/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 34630N106 |
| 1 |
Name of reporting person
Max C. Wygod | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,991,929.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,208,751 shares of common stock of the Issuer outstanding as of March 25, 2026, as reported on the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The information set forth in rows 8, 10 and 11 of the cover pages of this Amendment No. 4 constitutes shares of common stock of the Issuer in the aggregate contributed by the Reporting Persons on a 1:1 basis to Parent (as defined in the Initial 13D), pursuant to the Reporting Persons entering into the Contribution Agreement (as defined in this Amendment No. 4) with Parent. As a result, the Reporting Persons collectively owns Parent and beneficially owns 21,991,929 shares of common stock of the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 34630N106 |
| 1 |
Name of reporting person
Emily Bushnell | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,991,929.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,208,751 shares of common stock of the Issuer outstanding as of March 25, 2026, as reported on the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The information set forth in rows 8, 10 and 11 of the cover pages of this Amendment No. 4 constitutes shares of common stock of the Issuer in the aggregate contributed by the Reporting Persons on a 1:1 basis to Parent (as defined in the Initial 13D), pursuant to the Reporting Persons entering into the Contribution Agreement (as defined in this Amendment No. 4) with Parent. As a result, the Reporting Persons collectively owns Parent and beneficially owns 21,991,929 shares of common stock of the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 34630N106 |
| 1 |
Name of reporting person
ADMINISTRATIVE TRUST U/ WYGOD FAMILY RV | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,991,929.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,208,751 shares of common stock of the Issuer outstanding as of March 25, 2026, as reported on the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The information set forth in rows 8, 10 and 11 of the cover pages of this Amendment No. 4 constitutes shares of common stock of the Issuer in the aggregate contributed by the Reporting Persons on a 1:1 basis to Parent (as defined in the Initial 13D), pursuant to the Reporting Persons entering into the Contribution Agreement (as defined in this Amendment No. 4) with Parent. As a result, the Reporting Persons collectively owns Parent and beneficially owns 21,991,929 shares of common stock of the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 34630N106 |
| 1 |
Name of reporting person
MAX WYGOD & EMILY W BUSHNELL CO-TTEE WYGOD FAMILY REV LT U/T/A | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,991,929.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
ITEM 13 Calculated based on 31,208,751 shares of common stock of the Issuer outstanding as of March 25, 2026, as reported on the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The information set forth in rows 8, 10 and 11 of the cover pages of this Amendment No. 4 constitutes shares of common stock of the Issuer in the aggregate contributed by the Reporting Persons on a 1:1 basis to Parent (as defined in the Initial 13D), pursuant to the Reporting Persons entering into the Contribution Agreement (as defined in this Amendment No. 4) with Parent. As a result, the Reporting Persons collectively owns Parent and beneficially owns 21,991,929 shares of common stock of the Issuer.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
Forian Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
41 University Drive, Suite 400, Newtown,
PENNSYLVANIA
, 18940. | |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D ("Amendment No. 4") relates to shares of Common Stock, par value $0.001 per share ("Shares") of Forian Inc., a Delaware corporation (the "Issuer"). This Amendment No. 4 is being filed on behalf of the following persons (collectively, the "Reporting Persons"): Max C. Wygod, an individual and executor of the Estate of Martin J. Wygod, (ii) Emily Bushnell, an individual, (iii) the ADMINISTRATIVE TRUST U/ WYGOD FAMILY RV (the "Administrative Trust") and (iv) the MAX WYGOD & EMILY W BUSHNELL CO-TTEE WYGOD FAMILY REV LT U/T/A (the "Family Trust" and together with the Administrative Trust, the "Wygod Trusts") and amends the Statement on Schedule 13D filed by the Reporting Persons on January 27, 2025 (the "Initial Schedule 13D"). | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Initial Schedule 13D is hereby amended and supplemented by adding the following text: Contribution Agreement On April 15, 2026, Parent (as defined in Item 4 of the Initial 13D) entered into the Contribution Agreement (the "Contribution Agreement") with each of the Reporting Persons listed on Schedule A thereto (each, a "Contributor"). Pursuant to the Contribution Agreement, each Contributor has contributed to Parent all Shares held by such Contributor (the "Contributed Shares"), in exchange for an equivalent number of common units of membership interests of Parent (the "Common Units"). Following the execution of the Contribution Agreement, each of the Contributors is deemed to beneficially own the total amount of Shares that are now owned by Parent. The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed herewith as Exhibit 99.8, and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Initial Schedule 13D is hereby amended and supplemented by adding the following text: The information set forth on the cover pages of this Amendment No. 4 is incorporated herein by reference. The percentages used in this Amendment No. 4 are calculated based on 31,208,751 Shares outstanding as of March 25, 2026, as reported on the Issuer's Annual Report on Form 10-K for the fiscal ended December 31, 2025. | |
| (b) |
Item 5(b) of the Initial Schedule 13D is hereby amended and supplemented by adding the following text: See rows (7) through (10) of the cover pages to this Amendment No. 4 for the Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. Because of the arrangements in the Consortium Agreement (as defined in the Initial 13D), the members of the Consortium (as defined in the Inintial 13D) may be deemed to have formed a "group" for purposes of Section 13(d)(3) of the Act. Neither the filing of this Schedule 13D nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that any of them is the beneficial owner of any of the 21,991,929 Shares beneficially owned in the aggregate by the Consortium members other than such Shares that each Reporting Person has reported as beneficially owned by the respective Reporting Person in this Amendment No. 4, for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. | |
| (c) | Except as set forth in this Schedule 13D, there have been no transactions in Shares effected during the past 60 days by the Reporting Persons. | |
| (d) | To the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, Shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Initial Schedule 13D is hereby amended and supplemented by adding the following text: Item 4 references the Contribution Agreement, the description of which is incorporated herein by reference. A copy of the Contribution Agreement is attached as Exhibit 99.8 to this Amendment No. 4, and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1* - Offer Letter, dated August 25, 2025 (incorporated by reference to Exhibit 99.1 to the Schedule 13D/A filed by the Reporting Persons with the SEC on August 25, 2025). https://www.sec.gov/Archives/edgar/data/1829280/000094787125000797/ss5247285_ex990 1.htm Exhibit 99.2* - Consortium Agreement, dated August 25, 2025 incorporated by reference to Exhibit 99.1 to the Schedule 13D/A filed by the Reporting Persons with the SEC on August 25, 2025). https://www.sec.gov/Archives/edgar/data/1829280/000094787125000797/ss5247285_ex990 2.htm Exhibit 99.3* - Confidentiality Agreement, dated September 29, 2025(incorporated by reference to Exhibit 99.3 to the Schedule 13D filed by the Reporting Persons with the SEC on October 2, 2025). Exhibit 99.4* - Power of Attorney for Emily Bushnell, dated as of October 2, 2025 (incorporated by reference to Exhibit 99.17 to the Schedule 13D filed by the Reporting Persons with the SEC on October 3, 2025). Exhibit 99.8 - Contribution Agreement, by and between Parent and the Reporting Persons listed on Schedule A thereto, dated April 16, 2026. * Previously filed | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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