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What changed in Forian Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Forian Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+173 added−257 removedSource: 10-K (2026-03-27) vs 10-K (2025-04-11)

Top changes in Forian Inc.'s 2025 10-K

173 paragraphs added · 257 removed · 131 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeAs the costs of healthcare delivery and research rapidly increase, entities within the healthcare ecosystem are increasingly interested in understanding the healthcare professional and patient journeys. This understanding helps them grasp the costs, value and efficacy of healthcare products and services. By comprehending these healthcare journeys, which is best accomplished with a data-first approach, entities can enhance their commercial effectiveness.
Biggest changeThis understanding helps them grasp the costs, value and efficacy of healthcare products and services. By comprehending these healthcare journeys through a data-first approach, entities can enhance their commercial effectiveness. They can better target and segment customers, and understand how access to products and services based on insurance coverage impacts health outcomes differently.
Our project-based RWE solutions and analytics are designed to enable the integration otherwise unconnected and disparate data to enable near real-time surveillance of adverse events and to study the clinical economic and social impacts of various therapeutic alternatives.
Our project-based RWE solutions and analytics are designed to enable the integration of otherwise unconnected and disparate data to enable near real-time surveillance of adverse events and to study the clinical economic and social impacts of various therapeutic alternatives.
While we serve the continuum of healthcare ecosystem as clients, we have only recently started to penetrate pharmaceuticals and, as a result of the acquisition of Kyber in October 2024, to include the financial services industry among our customer base.
While we serve the continuum of the healthcare ecosystem as clients, we have only recently started to penetrate pharmaceuticals and, as a result of the acquisition of Kyber in October 2024, to include the financial services industry among our customer base.
Part of our success will depend on our ability to protect our proprietary rights in the technologies used in our products. We will consider trade secrets, including confidential and unpatented technology, important to the maintenance of our competitive position. However, trade secrets and know-how are difficult to protect.
Part of our success will depend on our ability to protect our proprietary rights in the technologies used in our products. We consider trade secrets, including confidential and unpatented technology, important to the maintenance of our competitive position. However, trade secrets and know-how are difficult to protect.
Item 1. Business Overview Forian is a leading provider of data science driven information and analytics solutions to the life science, healthcare and financial services industries. We provide a unique suite of data management capabilities and proprietary enriched information and analytics solutions to optimize and measure operational, clinical and financial performance for our customers.
Item 1. Business Overview Forian is a leading provider of data science-driven information and analytics solutions to the life sciences, healthcare and financial services industries. We provide a unique suite of data management capabilities and proprietary enriched information and analytics solutions to optimize and measure operational, clinical and financial performance for our customers.
Our technology and processes allow quick, flexible and accurate delivery, which differentiates our offerings larger incumbents that have longer contracting, pricing, and rigid delivery systems. • Deep domain expertise.
Our technology and processes allow quick, flexible and accurate delivery, which differentiates our offerings from larger incumbents that have longer contracting, pricing, and rigid delivery systems. • Deep domain expertise.
Our subscription and services-based solutions cover the life sciences, pharmaceutical services, healthcare payer and provider and financial services industries. Forian was founded on October 15, 2020, as a wholly owned subsidiary of Medical Outcomes Research Analytics, LLC (“MOR”), which was founded on May 6, 2019, in connection with the business combination transactions described below.
Our subscription and services-based solutions serve the life sciences, pharmaceutical services, healthcare payer and provider, and financial services industries. Forian was founded on October 15, 2020, as a wholly owned subsidiary of Medical Outcomes Research Analytics, LLC (“MOR”), which was founded on May 6, 2019, in connection with the business combination transactions described below.
We have contracted with multiple third-party data providers to license structured and unstructured data that we believe is necessary to provide our information offerings. We provide action ready, digestible information sets that enable our clients solutions to drive clinical and commercial performance improvements without having to source, standardize, cleanse and aggregate from multiple other sources.
We have contracted with multiple third-party data providers to license structured and unstructured data that we believe is necessary to provide our information offerings. We provide action-ready, digestible information sets that enable our client solutions to drive clinical and commercial performance improvements without having to source, standardize, cleanse and aggregate from multiple other sources.
We standardize our solutions methodologies and carefully separate customer data to ensure compliance, security and performance. We maintain a reliable business continuity plan, where data replication and disaster recovery procedures minimize internal warehousing and customer delivery impact in the event of incident. We continuously monitor our infrastructure for unauthorized access and functional abnormalities to prevent or minimize system disruption.
We standardize our solutions’ methodologies and carefully separate customer data to ensure compliance, security and performance. We maintain a reliable business continuity plan, where data replication and disaster recovery procedures minimize internal warehousing and customer delivery impact in the event of an incident. We continuously monitor our infrastructure for unauthorized access and functional abnormalities to prevent or minimize system disruption.
If there is a future change in these laws, we may also face limitations on our ability to use de-identified information that could harm our business. 9 Table of Contents Intellectual Property In addition to our expansive data sets described above, we develop and use a number of proprietary methodologies, analytics, systems, technologies, software and other intellectual property in the conduct of our business.
If there is a future change in these laws, we may also face limitations on our ability to use de-identified information that could harm our business. Intellectual Property In addition to our expansive data sets described above, we develop and use a number of proprietary methodologies, analytics, systems, technologies, software and other intellectual property in the conduct of our business.
We have developed a Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (“HIPAA”), compliant repository of linked longitudinal de-identified patient health information in the United States.
We have developed a Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act ("HIPAA”), compliant repository of linked longitudinal de-identified patient health information in the United States.
Further, we cannot be certain that third-party licensors will continue to make their software available to us on acceptable terms, or invest the appropriate levels of resources in their software to maintain and enhance our capabilities or remain in business. We may not be able to successfully manage our intellectual property and we may be subject to infringement claims.
Further, we cannot be certain that third-party licensors will continue to make their software available to us on acceptable terms, or invest the appropriate levels of resources in their software to maintain and enhance our capabilities or remain in business. 13 Table of Contents We may not be able to successfully manage our intellectual property and we may be subject to infringement claims.
The ability to offer a unified data asset due to our linkage and data factory capabilities allows for a deeper analysis with less human and processing costs, human agency, and time in precuring the disparate data sources.
The ability to offer a unified data asset due to our linkage and data factory capabilities allows for a deeper analysis with less human and processing costs, human agency, and time in procuring the disparate data sources.
Our business, financial condition, results of operations or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our common stock could decline, and you could lose all or part of your investment. 10 Table of Contents Risks Related to our Business Operations We have a limited operating and financial history.
Our business, financial condition, results of operations or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our common stock could decline, and you could lose all or part of your investment. Risks Related to our Business Operations We have a limited operating and financial history.
We believe there our products are uniquely suited for large pharma service and other companies servicing the life sciences market today and will be increasingly attractive to pharmaceutical clients as our product offerings continues to evolve.
We believe our products are uniquely suited for large pharma service and other companies servicing the life sciences market today and will be increasingly attractive to pharmaceutical clients as our product offerings continue to evolve.
We provide our information solutions both as an enabling technology to consultants and service providers serving the healthcare and life sciences industries, as well as to end users in the healthcare, life sciences and financial services industries. Our Offerings We are a leading healthcare information provider.
We provide our information solutions both as an enabling technology to consultants and service providers serving the healthcare and life sciences industries, as well as to end users in the healthcare, life sciences and financial services industries. 6 Table of Contents Our Offerings We are a leading healthcare information provider.
However, we may receive personal data, including protected health information, for purposes of de-identifying such information prior to integrating the de-identified data into the environment that informs our information products.
However, we may receive personal data for purposes of de-identifying such information prior to integrating the de-identified data into the environment that informs our information products.
These solutions will enable up to clinical-grade observational research to be conducted to evaluate the impact of existing and new therapies on patient outcomes and will support: • the delivery of evidence-based insight into the safety and efficacy of ethical pharmaceuticals and emerging therapies to pharmaceutical manufacturers, physicians, caregivers, payers and patients with credible evidence to improve patient care and health outcomes; • the empowerment of regulators to more-granularly assess the safety, health, social and economic outcomes associated with all therapeutic options as emerging therapies are adopted as mainstream therapeutic alternatives; and • the creation of new standards for product and treatment classification in emerging therapeutic markets where no existing or widely adopted standards exist today. 7 Table of Contents Our Competitive Strengths We believe our key competitive strengths include: • Flexible and scalable approach to privacy-focused analytics software and solutions.
These solutions will enable up to clinical-grade observational research to be conducted to evaluate the impact of existing and new therapies on patient outcomes and will support: 7 Table of Contents • the delivery of evidence-based insight into the safety and efficacy of ethical pharmaceuticals and emerging therapies to pharmaceutical manufacturers, physicians, caregivers, payers and patients with credible evidence to improve patient care and health outcomes; • the empowerment of regulators to more-granularly assess the safety, health, social and economic outcomes associated with all therapeutic options as emerging therapies are adopted as mainstream therapeutic alternatives; and • the creation of new standards for product and treatment classification in emerging therapeutic markets where no existing or widely adopted standards exist today.
If a substantial number of data sources, or certain key sources, were to further withdraw, limit or be unable to provide their data, or if we were to lose access to data due to government regulation or if the collection of data became uneconomical, our ability to provide our information solutions to our customers could be impacted, which could materially adversely affect our business, reputation, financial condition, operating results and cash flows.
If a substantial number of data sources, or certain key sources, were to further withdraw, limit or be unable to provide their data, or if we were to lose access to data due to government regulation or if the collection of data became uneconomical, our ability to provide our information solutions to our customers could be impacted, which could materially adversely affect our business, reputation, financial condition, operating results and cash flows. 11 Table of Contents We may make acquisitions as a component of our growth strategy.
Our information products are derived partly from data acquired from strategic data partners. As part of our growth strategy, we may seek to acquire assets, data-driven products or companies that are synergistic with our business and add value to our data assets and offering sets. • Grow offerings through selective investments and acquisitions.
As part of our growth strategy, we may seek to acquire assets, data-driven products or companies that are synergistic with our business and add value to our data assets and offering sets. • Grow offerings through selective investments and acquisitions.
Available Information We make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports and other filings with the Securities and Exchange Commission (“SEC”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC through the investor relations section of our website at https://forian.com/investors/sec-filings.
We have not experienced any organized work stoppages, and we consider the relationships with our employees to be positive. 10 Table of Contents Available Information We make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports and other filings with the Securities and Exchange Commission (“SEC”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC through the investor relations section of our website at https://forian.com/investors/sec-filings.
New and existing platforms and changes to existing platforms could fail to attain sufficient market acceptance for many reasons, including: • the failure to predict market demand accurately in terms of product functionality and to supply offerings that meet this demand in a timely fashion; • product defects, errors or failures or our inability to satisfy customer service level requirements; • negative publicity or negative private statements about the security, performance or effectiveness of our platforms or product enhancements; 12 Table of Contents • delays in releasing to the market new offerings or enhancements to existing offerings; • the introduction or anticipated introduction of competing platforms or functionalities by competitors; • the inability of our platforms or product enhancements to scale and perform to meet customer demands; and • receiving qualified or adverse opinions in connection with security or penetration testing, certifications or audits, such as those related to IT controls and security standards and frameworks or compliance.
If customers do not widely adopt our new platforms, experiences, features, and capabilities, we may not be able to realize a return on our investment and our business, financial condition, and results of operations may be adversely affected. 12 Table of Contents New and existing platforms and changes to existing platforms could fail to attain sufficient market acceptance for many reasons, including: • the failure to predict market demand accurately in terms of product functionality and to supply offerings that meet this demand in a timely fashion; • product defects, errors or failures or our inability to satisfy customer service level requirements; • negative publicity or negative private statements about the security, performance or effectiveness of our platforms or product enhancements; • delays in releasing to the market new offerings or enhancements to existing offerings; • the introduction or anticipated introduction of competing platforms or functionalities by competitors; • the inability of our platforms or product enhancements to scale and perform to meet customer demands; and • receiving qualified or adverse opinions in connection with security or penetration testing, certifications or audits, such as those related to IT controls and security standards and frameworks or compliance.
Our data factory processes, integrates, deidentifies and standardizes medical, hospital and pharmacy claims datasets along with point of sale data, consumer behavior and demographic-level data and other datasets to produce a longitudinal database that encompass the vast majority of the U.S. population. We will continue to invest in and integrate unique data sources to further strengthen and differentiate our solutions.
Our data factory processes, integrates, deidentifies and standardizes medical, hospital and pharmacy claims datasets along with point of sale data, consumer behavior and demographic-level data and other datasets to produce a longitudinal database that encompass the vast majority of the U.S. population.
We embrace the opportunity to enable our customers to better serve their customers and continually seek to improve the value we bring, all while maintaining a critical balance between our employees’ work with colleagues and customers and their lives outside of Forian.
We embrace the opportunity to enable our customers to better serve their customers and continually seek to improve the value we bring, all while maintaining a critical balance between our employees’ work with colleagues and customers and their lives outside of Forian. As of March 27, 2026, we had 50 employees, all of whom are full time.
We may make acquisitions as a component of our growth strategy. We may not be able to identify suitable acquisition candidates or consummate acquisitions on acceptable terms, or we may be unable to successfully integrate acquisitions, which could disrupt our operations and adversely impact our business and operating results.
We may not be able to identify suitable acquisition candidates or consummate acquisitions on acceptable terms, or we may be unable to successfully integrate acquisitions, which could disrupt our operations and adversely impact our business and operating results. A component of our growth strategy is to acquire complementary businesses in order to enhance the solutions we offer to our customers.
If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position could be materially and adversely harmed.
If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position could be materially and adversely harmed. Additionally, if we are unable to protect our proprietary rights adequately, our business could be harmed.
Additionally, if we are unable to protect our proprietary rights adequately, our business could be harmed. 13 Table of Contents There has been substantial litigation in internet and software-related industries regarding patent, trademark and copyrights and other intellectual property rights and, from time to time, third parties may claim infringement by us of their intellectual property rights.
There has been substantial litigation in internet and software-related industries regarding patent, trademark and copyrights and other intellectual property rights and, from time to time, third parties may claim infringement by us of their intellectual property rights.
We intend to continue making significant investments in all information products, reporting and analytics solutions, database architecture and data science talent to further differentiate our products and increase sales.
We have a history of technological innovation, and plan to release new features and upgrades on a regular basis. We intend to continue making significant investments in all information products, reporting and analytics solutions, database architecture and data science talent to further differentiate our products and increase sales.
Many of our customers buy data or information products from different sources, and have an ability to buy more from us as we bring new offerings to market. 8 Table of Contents • Leverage our products into new markets.
Many of our customers buy data or information products from different sources, and have an ability to buy more from us as we bring new offerings to market. • Leverage our products into new markets. Our information solutions provide innovative benefits to life sciences, payer and provider customers as well as consulting and service providers to these customers.
Our information solutions provide innovative benefits to life sciences, payer and provider customers as well as consulting and service providers to these customers. We believe there is significant opportunity to deploy the use of linked proprietary solutions in adjacent industries, such as media, government as well as the financial services markets. • Expand our data and strategic partner network.
We believe there is significant opportunity to deploy the use of linked proprietary solutions in adjacent industries, such as media, government as well as the financial services markets. • Expand our data and strategic partner network. Our information products are derived partly from data acquired from strategic data partners.
They can better target and segment customers and understand how access to products and services based on insurance coverage impacts health outcomes differently. Additionally, emerging therapeutics are increasingly becoming part of the patient journey and may offer greater pharmacoeconomic benefit and generate superior outcomes. However, adoption of alternative therapies is consistently thwarted by a lack of trusted information.
Additionally, emerging therapeutics are increasingly becoming part of the patient journey and may offer greater pharmacoeconomic benefit and generate superior outcomes. However, adoption of alternative therapies is consistently thwarted by a lack of trusted information.
In addition, our acquisition strategy may divert management’s attention away from our existing business, resulting in the loss of key customers or employees, and expose us to unanticipated problems or legal liabilities, including responsibility as a successor for undisclosed or contingent liabilities of acquired businesses or assets. 11 Table of Contents If we fail to conduct due diligence on our potential targets effectively, for example, we may not identify problems at target companies or fail to recognize incompatibilities or other obstacles to successful integration.
In addition, our acquisition strategy may divert management’s attention away from our existing business, resulting in the loss of key customers or employees, and expose us to unanticipated problems or legal liabilities, including responsibility as a successor for undisclosed or contingent liabilities of acquired businesses or assets.
Acquisitions involve certain known and unknown risks that could cause our actual growth or operating results to differ from our expectations.
We continue to pursue acquisitions of complementary technologies, products, data sources and businesses as a component of our growth strategy. Acquisitions involve certain known and unknown risks that could cause our actual growth or operating results to differ from our expectations.
Our solutions are purpose-built and delivered in an analytics-ready form to address the needs of stakeholders across the patient journey. We can provide client-centric deliverables that address a specific need that may be satisfied with linked healthcare data, SDoH data and other permutations of integrated offerings.
We can provide client-centric deliverables that address a specific need that may be satisfied with linked healthcare data, SDoH data and other permutations of integrated offerings.
Our Growth Strategies We strive to improve our customers’ commercial and clinical business performance and in turn the efficiencies and safety of therapeutic products through our customers’ adoption of our information solutions. We intend to continue investing in commercial sales, research and development and our strategic partnerships.
We will continue to invest in and integrate unique data sources to further strengthen and differentiate our solutions. 8 Table of Contents Our Growth Strategies We strive to improve our customers’ commercial and clinical business performance and in turn the efficiencies and safety of therapeutic products through our customers’ adoption of our information solutions.
Our licenses to service providers allow us to quickly scale our business and penetrate market segments by leveraging our expertise in data management and our partners’ presence in an end market. We also provide both customized or productized solutions directly to healthcare and life sciences companies and to institutional investors including hedge funds, mutual funds and pension funds.
We provide information products to service providers and directly to end markets within the healthcare, life sciences and financial services industries. Our licenses to service providers allow us to quickly scale our business and penetrate market segments by leveraging our expertise in data management and our partners’ presence in an end market.
With deep domain knowledge, our team architected our technology platform to meet and exceed the strictest data privacy requirements in highly regulated industries, while being agile to deliver with best-in-class speed and flexibility.
With deep domain knowledge, our team architected our technology platform to meet and exceed the strictest data privacy requirements in highly regulated industries, while being agile to deliver with competitive speed and flexibility. These integrated data are used to power multiple existing and in-development information products and services for customers across the healthcare, life sciences and financial services industries.
We maintain active System and Organization Controls Type 2 (SOC 2) across all five trust service categories (i.e., security, availability, processing integrity, confidentiality and privacy), which are reviewed by an independent third party on an annual basis.
We maintain active System and Organization Controls Type 2 (SOC 2) across all five trust service categories (i.e., security, availability, processing integrity, confidentiality and privacy), which are reviewed by an independent third party on an annual basis. 9 Table of Contents Competition While the healthcare industry includes well-capitalized, experienced competitors, we believe our unique data assets, synergies, intellectual property and experienced leadership offer us competitive advantages.
R efer to “ Note 4 – Discontinued Operations ” in “ Item 8. Financial Statements and Supplemental Data. ” On October 31, 2024, Forian completed the acquisition of 100% of the outstanding membership interests of Kyber Data Science LLC, a Delaware limited liability company (“Kyber”), from Cowen Inc. and IMcK Holdings LLC.
On October 31, 2024, Forian completed the acquisition of 100% of the outstanding membership interests of Kyber Data Science LLC, a Delaware limited liability company (“Kyber”), from Cowen Inc. and IMcK Holdings LLC. Kyber offers healthcare information products and solutions to the financial services industry, including hedge funds, mutual funds, pension funds and similar investment funds.
A significant portion of our revenues are generated through multi-year contracts providing for the provision of an information product which is updated over time.
We also offer both customized or productized solutions directly to healthcare and life sciences companies and to institutional investors including hedge funds, mutual funds and pension funds. A significant portion of our revenues are generated through multi-year contracts providing for the provision of an information product which is updated over time.
We believe that we are well positioned to achieve our growth objectives across multiple industry verticals. Key elements of our strategy include: • Innovate and advance our platform and services. We have a history of technological innovation, and plan to release new features and upgrades on a regular basis.
We intend to continue investing in commercial sales, research and development and our strategic partnerships. We believe that we are well positioned to achieve our growth objectives across multiple industry verticals. Key elements of our strategy include: • Innovate and advance our platform and services.
The reference to the Forian website address does not constitute incorporation by reference into this Annual Report on Form 10-K of the information contained at or available through our website. Our Business Forian is derived from Greek work, plirofoía , meaning information or intelligence.
Our principal executive offices are located at 41 University Drive, Suite 400, Newtown, Pennsylvania 18940 and our primary website address is www.forian.com. The reference to the Forian website address does not constitute incorporation by reference into this Annual Report on Form 10-K of the information contained at or available through our website.
We create data-based subscription products that have a wide breadth of use across the fragmented U.S. healthcare ecosystem. Our offerings include, but are not limited to, innovative commercial, Real World Evidence (“RWE”) and market access solutions and proprietary data-driven insights to optimize the operational, clinical and financial performance of our customers.
Our offerings include, but are not limited to, innovative commercial, Real World Evidence (“RWE”) and market access solutions and proprietary data-driven insights to optimize the operational, clinical and financial performance of our customers. As the costs of healthcare delivery and research rapidly increase, entities within the healthcare ecosystem are increasingly interested in understanding the healthcare professional and patient journeys.
We leverage our expertise in data management and data science to cleanse, link and enhance structured and unstructured datapoints to generate information products for healthcare and financial services customers. Our solutions sit atop a massive and perpetually growing expanse of large-scale data assets in our cloud-based proprietary data factory.
Our Business Forian is derived from Greek work, plirofoía , meaning information or intelligence. We leverage our expertise in data management and data science to cleanse, link and enhance structured and unstructured datapoints to generate information products for healthcare and financial services customers.
Our inability to successfully integrate future acquisitions could impede us from realizing all of the benefits of those acquisitions and could severely weaken our business operations.
If we fail to conduct due diligence on our potential targets effectively, for example, we may not identify problems at target companies or fail to recognize incompatibilities or other obstacles to successful integration. Our inability to successfully integrate future acquisitions could impede us from realizing all of the benefits of those acquisitions and could severely weaken our business operations.
Removed
BioTrack’s primary business was the provision of software solutions to state governments and licensees within the cannabis industry.
Added
On January 8, 2026, at a special meeting of stockholders (the “Special Meeting”) of Forian, Inc.
Removed
As a result of the BioTrack Transaction, as of February 10, 2023, we no longer provide software solutions to the cannabis industry; however, we retained certain license rights with respect to transactional data processed by the BioTrack point of sale software solution for future use in our information offerings.
Added
(the “Company”), the stockholders of the Company approved a proposal to redomicile through a statutory conversion (the “Redomiciliation”) the Company from a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) to a corporation organized under the laws of the State of Maryland (the “Maryland Corporation”) by means of a plan of conversion (the “Plan of Conversion”) and adopted the resolutions of the board of directors of the Company approving the Redomiciliation, as described in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2025 (the “Proxy Statement”).
Removed
The results of the BioTrack business, together with the prior security monitoring and web services businesses sold on March 3, 2022 and October 31, 2022, respectively (collectively, the “Helix Businesses”), are presented as discontinued operations in the Consolidated Statements of Operations and, as such, have been excluded from continuing operations.
Added
Pursuant to the Plan of Conversion the Company filed (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) articles of conversion with the Secretary of State of the State of Maryland and (iii) articles of incorporation with the Secretary of State of the State of Maryland (the “Maryland Charter”).
Removed
Kyber offers healthcare information products and solutions to the financial services industry, including hedge funds, mutual funds, pension funds and similar investment funds. Our principal executive offices are located at 41 University Drive, Suite 400, Newtown, Pennsylvania 18940 and our primary website address is www.forian.com.
Added
The Company has also adopted new bylaws (the “Maryland Bylaws”) in connection with the Redomiciliation. The Redomiciliation was effective at 12:01 a.m. Eastern Time on January 9, 2026 (the “Effective Time”).
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These integrated data are used to power multiple existing and in-development information products and services for customers across the healthcare, life sciences and financial services industries. 6 Table of Contents We provide information products to service providers and directly to end markets within the healthcare, life sciences and financial services industries.
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The Redomiciliation does not result in any change in the business, jobs, management, properties, location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the costs related to the Redomiciliation).
Removed
Competition While the healthcare industry includes well-capitalized, experienced competitors, we believe our unique data assets, synergies, intellectual property and experienced leadership offer us competitive advantages.
Added
The Redomiciliation does not adversely affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Redomiciliation.
Removed
In order to prioritize the health and safety of our employees, following the outset of the COVID-19 pandemic in March 2020, we transitioned to remote work and continue to engage with and support our employees as they serve one another and our customers remotely.
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Our solutions sit atop a massive and perpetually growing expanse of large-scale data assets in our cloud-based proprietary data factory. We create data-based subscription products that have a wide breadth of use across the fragmented U.S. healthcare ecosystem.
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As of April 9, 2025, we had 48 employees, all but one of whom is full time. None of our employees are covered by a collective bargaining agreement or are represented by a labor union. We have not experienced any organized work stoppages, and we consider the relationships with our employees to be positive.
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Through our acquisition of Kyber, we have expanded our addressable market to include financial services, with a particular focus on hedge funds and their portfolio managers who invest in U.S. healthcare, biotechnology, and pharmaceutical companies. The hedge fund industry reached a record level of assets under management, with healthcare representing one of its most active sectors.
Removed
A component of our growth strategy is to acquire complementary businesses in order to enhance the solutions we offer to our customers. We continue to pursue acquisitions of complementary technologies, products, data sources and businesses as a component of our growth strategy.
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This market is served by a growing ecosystem of dedicated healthcare and biotech funds, as well as large multi-strategy platforms that maintain significant healthcare allocations. The opportunity for Forian lies within the broader alternative data market.
Removed
If customers do not widely adopt our new platforms, experiences, features, and capabilities, we may not be able to realize a return on our investment and our business, financial condition, and results of operations may be adversely affected.
Added
Despite the scale of capital deployed in the healthcare sector, portfolio managers have historically lacked access to the depth of proprietary clinical and commercial data products required to make fully informed investment decisions.
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Our Competitive Strengths We believe our key competitive strengths include: • Flexible and scalable approach to privacy-focused analytics software and solutions. Our solutions are purpose-built and delivered in an analytics-ready form to address the needs of stakeholders across the patient journey.
Added
None of our employees are covered by a collective bargaining agreement or are represented by a labor union.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn connection with these responsibilities, our management team meets regularly to assess our information technology policies and review the architecture of our information system infrastructure in the management of cybersecurity related risks to our business. 22 Table of Contents Our management works closely with their information technology and security counterparts to evaluate and address cybersecurity threats in alignment with our business objectives and operational needs.
Biggest changeOur management team is responsible for maintaining policies and procedures in place to help identify, measure, monitor and control potentially significant business risks. In connection with these responsibilities, our management team meets regularly to assess our information technology policies and review the architecture of our information system infrastructure in the management of cybersecurity related risks to our business.
Since our formation, we have prioritized the implementation and maintenance of robust cybersecurity measures to help safeguard sensitive information and our business operations and to protect the confidentiality, integrity and availability of our information systems and the nonpublic information transmitted, processed and stored on our systems or those of third-party service providers.
Since our formation, we have prioritized the implementation and maintenance of comprehensive cybersecurity measures to help safeguard sensitive information and our business operations and to protect the confidentiality, integrity and availability of our information systems and the nonpublic information transmitted, processed and stored on our systems or those of third-party service providers.
Regular annual assessments include the evaluation of (a) the confidentiality of nonpublic information and the integrity and security of our information systems; (b) cybersecurity policies and procedures; (c) material cybersecurity risks; (d) the effectiveness of our cybersecurity program; and (e) any material cybersecurity incidents.
Periodic assessments include the evaluation of (a) the confidentiality of nonpublic information and the integrity and security of our information systems; (b) cybersecurity policies and procedures; (c) material cybersecurity risks; (d) the effectiveness of our cybersecurity program; and (e) any material cybersecurity incidents.
These engagements enable us to leverage specialized knowledge and insights and assist with our goal of maintaining cybersecurity strategies and processes that are consistent with industry best practices. We are aware of the risks associated with third-party service providers and have implemented policies and processes to oversee and assist with managing these risks.
These engagements enable us to leverage specialized knowledge and insights and assist with our goal of maintaining cybersecurity strategies and processes that are informed by industry standards. We are aware of the risks associated with third-party service providers and have implemented policies and processes to oversee and assist with managing these risks.
In addition, our Vice President of Data and Process Enablement is empowered to escalate material cybersecurity threats or incidents and strategic risk management decisions to the Board of Directors so that they can provide appropriate oversight and guidance on these critical cybersecurity issues within the context of our overall strategic objectives and business operations.
In addition, our Director of IT and Security is empowered to escalate material cybersecurity threats or incidents and strategic risk management decisions to the Board of Directors so that they can provide appropriate oversight and guidance on these critical cybersecurity issues within the context of our overall strategic objectives and business operations.
Additionally, our Vice President of Data and Process Enablement plays an important role in the prevention, detection, mitigation, and remediation of cybersecurity incidents and in informing management and our Board of Directors on cybersecurity risks and issues.
Additionally, our Director of IT and Security plays an important role in the prevention, detection, mitigation, and remediation of cybersecurity incidents and in informing management and our Board of Directors on cybersecurity risks and issues.
Our Board of Directors has established oversight mechanisms that are intended to promote effective governance in managing risks associated with cybersecurity threats in recognition of the significance these threats present to our operational integrity and the information stored on our and our third-party providers’ information systems.
Our Board of Directors has established oversight mechanisms that are intended to promote effective governance in managing risks associated with cybersecurity threats in recognition of the significance these threats present to our operational integrity and the information stored on our and our third-party providers’ information systems. 21 Table of Contents Our Director of IT and Security provides management with information regarding our cybersecurity program and potential cybersecurity threats or incidents, which information is then provided to our Board of Directors as required.
We also maintain an enterprise-wide information systems security program that applies to all employees. All employees are expected to assist in safeguarding our information systems and to assist in the discovery and reporting of cybersecurity incidents.
Personnel are expected to assist in safeguarding our information systems and to assist in the discovery and reporting of cybersecurity incidents.
Removed
Our Vice President of Data and Process Enablement provides management with information regarding our cybersecurity program and potential cybersecurity threats or incidents, which information is then provided to our Board of Directors as required.
Added
Our management works closely with their information technology and security counterparts to evaluate and address cybersecurity threats in alignment with our business objectives and operational needs. We also maintain an enterprise-wide information systems security program that applies across our workforce.
Removed
Our management team is responsible for ensuring that we have appropriate policies and procedures in place to help identify, measure, monitor and control potentially significant business risks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our headquarters are in Newtown, Pennsylvania. We currently lease additional office space in Hingham, Massachusetts. We believe our currently leased space is sufficient to meet our current needs, and that any additional space we may require will be available on commercially reasonable terms. 23 Table of Contents
Biggest changeItem 2. Properties Our headquarters are in Newtown, Pennsylvania. We currently lease additional office space in Hingham, Massachusetts. We believe our currently leased space is sufficient to meet our current needs, and that any additional space we may require will be available on commercially reasonable terms. 22 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeRegardless of the outcome, litigation can be costly and time consuming, and it can divert management’s attention from important business matters and initiatives, negatively impacting our overall operations.
Biggest changeRegardless of the outcome, litigation can be costly and time consuming, and it can divert management’s attention from important business matters and initiatives, negatively impacting our overall operations. We do not currently have any pending litigation to which we are a party or to which our property is subject that we believe to be material, except for the below.
Removed
Although the results of litigation and claims cannot be predicted with certainty, we do not currently have any pending litigation to which we are a party or to which our property is subject that we believe to be material, except for the below. Audet v. Green Tree International, et. al.
Removed
On February 14, 2020, John Audet filed a complaint in 15th Judicial Circuit in and for Palm Beach County, Florida against multiple parties, including Green Tree International (“GTI”), an indirect subsidiary of Forian, claiming that he owned 10% of GTI.
Removed
The complaint sought unspecified monetary damages equivalent to the value a 10% shareholder of GTI would have received in the subsequent Helix and Forian transactions, along with an equitable accounting and constructive trust to determine if Audet suffered any loss of profit distributions.
Removed
On March 8, 2024, the parties entered into a Settlement Agreement and General Release, which included a release of GTI, Forian and its subsidiaries and all related parties. The parties filed a Joint Stipulation to Dismiss with Prejudice with respect to this matter on March 18, 2024. Dismissal with prejudice was effective upon the filing of the Joint Stipulation.
Removed
Forian Inc., Zachary Venegas and Scott Ogur On July 30, 2021, four former Helix employees filed a lawsuit in the Arapahoe County, Colorado District Court against Forian and certain of its subsidiaries and Helix’s former managers asserting claims of breach of contract, promissory estoppel, breach of the covenant of good faith and fair dealing, civil theft and conversion, fraudulent misrepresentation, civil conspiracy and unjust enrichment / quantum meruit, all relating to the plaintiffs’ claims that they were promised equity interest in Helix or compensation that they never received.
Removed
The original complaint was never served, and in November 2021, the plaintiffs filed and served an amended complaint adding a fifth plaintiff and seeking over $27.5 million in damages as well as attorneys’ fees and costs.
Removed
Forian removed the matter to the United States District Court for the District of Colorado in December 2021, and Forian and the other defendants filed motions to dismiss on January 20, 2022.
Removed
Plaintiffs subsequently amended their complaint on April 21, 2022, adding Helix TCS LLC and Helix Technologies, Inc. as defendants and advancing additional claims for breach of fiduciary duty and violation of the Colorado Wage Claims Act.
Removed
On November 22, 2023, Forian and the other defendants entered into a Settlement Agreement and Release with the fifth plaintiff, which included a release of Forian and its subsidiaries and all related parties. That plaintiff filed a stipulation dismissing her claims on December 12, 2023.
Removed
On May 31, 2024, the remaining parties entered into a Settlement Agreement and Release, which included a release of Forian and its subsidiaries and all related parties. Plaintiffs filed a Stipulation of Dismissal on June 7, 2024. The Court entered a Minute Order dismissing the case with prejudice on June 7, 2024. Item 4. Mine Safety Disclosure Not applicable.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on The Nasdaq Stock Market (“Nasdaq”) under the symbol “FORA”. 24 Table of Contents Holders of Record As of April 9, 2025, there were approximately 275 holders of record of shares of our common stock.
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on The Nasdaq Stock Market (“Nasdaq”) under the symbol “FORA”. Holders of Record As of March 27, 2026, there were approximately 252 holders of record of shares of our common stock.
We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business. We do not intend to pay cash dividends on our common stock for the foreseeable future.
We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business. We do not intend to pay cash dividends on our common stock for the foreseeable future. Item 6. [Reserved]
Removed
Issuer Purchases of Equity Securities Period (a) Total Number of Shares (or Unit) Purchased (b) Average Price Paid per Share (or Unit) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (for Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs October 1, 2024 through October 31, 2024 100,000 $2.185 - - November 1, 2024 through November 30, 2024 - - - - December 1, 2024 through December 31, 2024 - - - - Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

74 edited+29 added−103 removed22 unchanged
Biggest changeStrategic Review and Transaction Related Expenses Strategic review and transaction related expenses consist of legal and professional fees related to a strategic review of the Company’s operations and the acquisition of Kyber. 27 Table of Contents Results of Operations For the Years Ended December 31, 2024 and 2023 The following table summarizes the results of operations for the periods ind icated: For the Years Ended December 31, 2024 2023 (as restated) Revenues $ 20,153,263 $ 21,216,984 Costs and Expenses Cost of revenues 7,334,163 5,477,032 Research and development 1,444,745 1,407,580 Sales and marketing 4,334,289 4,957,833 General and administrative 12,536,940 12,600,208 Separation expenses — 599,832 Litigation settlements and related expenses 669,955 1,032,985 Strategic review and transaction related expenses 756,743 — Depreciation and amortization 63,389 74,438 Operating loss from continuing operations $ (6,986,961 ) $ (4,932,924 ) Comparison of Years Ended December 31, 2024 and 2023 Revenues Revenues for the for the year ended December 31, 2024, were $20,153,263, which represented a decrease of $1,063,721 compared to revenues of $21,216,984 for the year ended December 31, 2023.
Biggest changeResults of Operations For the Years Ended December 31, 2025 and 2024 The following table summarizes the results of operations for the periods indicated: For the Year Ended December 31, 2025 2024 Revenues $ 30,256,919 $ 20,153,263 Costs and Expenses Cost of revenues 14,156,840 7,334,163 Research and development 2,916,722 1,444,745 Sales and marketing 6,034,225 4,334,289 General and administrative 9,410,103 12,536,940 Litigation settlements and related expenses — 669,955 Depreciation and amortization 207,722 63,389 Strategic review and transaction related expenses 1,295,559 756,743 Operating loss (3,764,252 ) $ (6,986,961 ) Other Income (Expense) Change in fair value of warrant liability — 563 Interest and investment income 1,260,533 2,422,261 Gain on sale of investment — 80,694 Interest expense (142,351 ) (708,933 ) Gain on bargain purchase — 1,204,830 Gain on debt redemption — 283,059 Total other income, net 1,118,182 3,282,474 Net loss before income taxes (2,646,070 ) (3,704,487 ) Income tax expense (227,972 ) (66,583 ) Net loss $ (2,874,042 ) $ (3,771,070 ) Comparison of years ended December 31, 2025 and 2024 Revenues Revenues for the year ended December 31, 2025, were $30,256,919, which represented an increase of $10,103,656 compared to revenues of $20,153,263 for the year ended December 31, 2024.
As more fully described below, management believes that providing Adjusted EBITDA, together with a reconciliation of net (loss) income to Adjusted EBITDA, helps investors make comparisons between the Company and other companies that may have different capital structures, different effective income tax rates and tax attributes, different capitalized asset values and/or different forms of employee compensation.
As more fully described below, management believes that providing Adjusted EBITDA, together with a reconciliation of net loss to Adjusted EBITDA, helps investors make comparisons between the Company and other companies that may have different capital structures, different effective income tax rates and tax attributes, different capitalized asset values and/or different forms of employee compensation.
Management excludes certain expenses that are extraordinary in nature and are unrelated to the Company’s day-to-day business operations. The nature of these expenses is primarily related to the impact of an adjustment related to the cancellation of an inbound information contract.
Management excludes the impact of certain expenses that are extraordinary in nature and are unrelated to the Company’s day-to-day business operations. The nature of these expenses is primarily related to the impact of an adjustment related to the cancellation of an inbound information contract.
However, Adjusted EBITDA is not intended as a substitute for comparisons based on net (loss) income. In making any comparisons to other companies, investors should be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding U.S.
However, Adjusted EBITDA is not intended as a substitute for comparisons based on net loss. In making any comparisons to other companies, investors should be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding U.S.
The business combination with Kyber was accounted for using the acquisition method of accounting in accordance with ASC 805, with the Company deemed the accounting acquirer for financial reporting purposes. Financial Operations Overview The following discussion sets forth certain components of the Company’s statements of operations as well as factors that impact those items.
The business combination with Kyber was accounted for using the acquisition method of accounting in accordance with ASC 805, with the Company deemed the accounting acquirer for financial reporting purposes. Financial Operations Overview The following discussion sets forth certain components of the Company’s consolidated statements of operations as well as factors that impact those items.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Cautionary Statement for Forward-Looking Information The following discussion of the Company’s financial condition and results of operations for the years ended December 31, 2024 and 2023 should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this Annual Report on Form 10-K.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Cautionary Statement for Forward-Looking Information The following discussion of the Company’s financial condition and results of operations for the years ended December 31, 2025 and 2024 should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this Annual Report on Form 10-K.
The non-GAAP financial measure provided herein is earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”), which should be viewed as supplemental to, and not as an alternative for, net income or loss calculated in accordance with U.S. GAAP (referred to below as “net loss”).
The non-GAAP financial measure provided herein is earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”), which should be viewed as supplemental to, and not as an alternative for, net loss calculated in accordance with U.S. GAAP (referred to below as “net loss”).
Management excludes interest expense from Adjusted EBITDA (i) because it is not directly attributable to the performance of business operations and, accordingly, its exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures.
Management excludes interest expense from Adjusted EBITDA (i) because it is not directly attributable to the performance of business operations and, accordingly, its exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. • Interest and Investment Income.
(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”).
(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 (the “Helix merger”) with Helix Technologies, Inc. (“Helix”).
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 ASU will be 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.
Management excludes these other items from Adjusted EBITDA because management believes these activities or transactions are not directly attributable to the performance of business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that some of these other items may recur in future periods. • Severance expenses.
Management excludes these other items from Adjusted EBITDA because management believes these activities or transactions are not directly attributable to the performance of business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that some of these other items may recur in future periods. • Litigation related expenses.
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 Statement of Operations as well as disclosures about selling expenses.
Recent Accounting Pronouncements 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 consolidated statement of operations as well as disclosures about selling expenses.
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.
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.
The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Business Combinations We allocate the fair value of the consideration transferred to the assets acquired and liabilities assumed, including trademarks and customer relationships based on their estimated fair values at the acquisition date. Any excess over the consideration transferred is recorded as gain on bargain purchase.
Business Combinations The Company allocates the fair value of the consideration transferred to the assets acquired and liabilities assumed, including trademarks and customer relationships based on their estimated fair values at the acquisition date. Any excess over the consideration transferred is recorded as gain on bargain purchase.
Examples of critical estimates used in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to: • future expected cash flows from sales, maintenance agreements, and acquired developed technologies; • the acquired company’s trade name and customer relationships as well as assumptions about the period of time the acquired trade name and customer relationships will continue to be used in our product portfolio; • expected costs to develop the in-process research and development into commercially viable software and estimated cash flows from the projects when completed; and • discount rates used to determine the present value of estimated future cash flows.
Examples of critical estimates used in valuing certain of the intangible assets the Company has acquired or may acquire in the future include but are not limited to: • future expected cash flows from sales, maintenance agreements, and acquired developed technologies; • the acquired company’s trade name and customer relationships as well as assumptions about the period of time the acquired trade name and customer relationships will continue to be used in the Company’s product portfolio; 33 Table of Contents • expected costs to develop the in-process research and development into commercially viable software and estimated cash flows from the projects when completed; and • discount rates used to determine the present value of estimated future cash flows.
Management encourages investors and others to review the Company’s financial information in its entirety, not to rely on any single financial measure to evaluate the business and to view non-GAAP financial measures in conjunction with the most directly comparable U.S. GAAP financial measures. T he following table reconciles the specific items excluded from U.S.
Management encourages investors and others to review the Company’s financial information in its entirety, not to rely on any single financial measure to evaluate the business and to view non-GAAP financial measures in conjunction with the most directly comparable U.S. GAAP financial measures. 30 Table of Contents The following table reconciles the specific items excluded from U.S.
These estimates are inherently uncertain and unpredictable, and if different estimates were used the purchase price for the acquisition could be allocated to the acquired assets and liabilities differently from the allocation that we have made.
These estimates are inherently uncertain and unpredictable, and if different estimates were used the purchase price for the acquisition could be allocated to the acquired assets and liabilities differently from the allocation that the Company has made.
GAAP measures provided by each company under applicable SEC rules. 29 Table of Contents The following is an explanation of the items excluded from Adjusted EBITDA but included in net loss from continuing operations: • Depreciation and Amortization.
GAAP measures provided by each company under applicable SEC rules. The following is an explanation of the items excluded from Adjusted EBITDA but included in net loss: • Depreciation and Amortization.
Non-GAAP Financial Measures In this Annual Report on Form 10-K the Company has provided a non-GAAP measure, which is defined as financial information that has not been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The decrease is due to the impact of the redemption of the Company’s convertible notes. Non-GAAP Financial Measures In this Annual Report on Form 10-K the Company has provided a non-GAAP measure, which is defined as financial information that has not been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
ASU 2023-09 requires additional disclosures related to rate reconciliation, income taxes paid and other disclosures. Under ASU 2023-09, for each annual period 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.
Under ASU 2023-09, for each annual period 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.
The decrease is primarily due to higher cost of revenues, partially offset by other decreases in operating expenses discussed above. 32 Table of Contents Liquidity and Capital Resources Historically, the Company’s operations have been financed primarily from cash flow from operating activities, cash proceeds received from the sale of investments, equity issuances and the issuance of the Notes.
The increase is primarily due to higher revenues, partially offset by the increased cost of revenues and other operating expenses discussed above. Liquidity and Capital Resources Historically, the Company’s operations have been financed primarily from cash flow from operating activities, cash proceeds received from the sale of investments, equity issuances and the issuance of the Notes.
Interest expense is associated with the convertible notes entered into on September 1, 2021 in the amount of $24,000,000 (the “Notes”). The Notes are due on September 1, 2025, and accrue interest at an annual rate of 3.5%.
Interest expense is associated with the convertible notes entered into on September 1, 2021 in the amount of $24,000,000 (the “Notes”). The Notes matured on September 1, 2025, and had accrued interest at an annual rate of 3.5%.
The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to revenues, stock-based compensation, income taxes, contingencies and litigation.
The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to revenues, stock-based compensation, income taxes, business combinations and allowance for credit losses.
Investors should note that interest income will recur in future periods. 30 Table of Contents • Other Items. The Company engages in other activities and transactions that can impact net income (loss).
Investors should note that interest and investment income will recur in future periods. • Other Items. The Company engages in other activities and transactions that can impact net loss.
As a result, the Company recorded an adjustment of $542,389, to reduce cost of revenues, during the year ended December 31, 202 4, representing previously recorded charges under the contract that will not be paid. • Income tax (benefit) expense.
As a result, the Company recorded an adjustment of $542,389, to reduce cost of revenues, during the year ended December 31, 2024, representing previously recorded charges under the contract that will not be paid.
Sales for the year ended December 31, 2024 by country as a percentage of total sales were: United States (90%), Australia (8%), and Canada/other (2%) compared to sales for the year ended December 31, 2023 by country as a percentage of total sales which were: United States (88%), Australia (8%) and Canada (4%).
Sales for the year ended December 31, 2025, by country as a percentage of total sales were: United States (95%), Australia (3%), and Great Britain/others, (2%) compared to sales for the year ended December 31, 2024, by country as a percentage of total sales which were: United States, (90%); Australia, (8%), and Canada/other (2%).
Investors should note that interest expense associated with the Notes will recur in future periods. • Interest and Investment Income. Interest and Investment income is associated with the level of marketable debt securities and other interest-bearing accounts in which the Company invests. Interest and investment income can vary over time due to changes in interest rates and level of investments.
Interest and Investment income is associated with the level of marketable debt securities and other interest-bearing accounts in which the Company invests. Interest and investment income can vary over time due to changes in interest rates and level of investments.
Litigation settlements and related expenses result from the defense and settlement of legacy claims assumed in the Helix merger, net of any insurance recoveries.
These expenses resulted from the defense and settlement of legacy claims assumed in the Helix merger, net of any insurance recoveries.
Risk Factors” and elsewhere in this Annual Report on Form 10-K. The Company uses words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. As discussed in “Note 20 - Restatement of Previously Issued Financial Statements” in “Item 8.
Risk Factors” and elsewhere in this Annual Report on Form 10-K. The Company uses words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. Overview Forian Inc.
These exemptions will apply until the fifth anniversary of the business combination with Helix or until the Company no longer meets the requirements for being an “emerging growth company,” whichever occ urs first.
These exemptions will apply until the last day of the fiscal year of the fifth anniversary of the business combination with Helix (December 31, 2026) or until the Company no longer meets the requirements for being an “emerging growth company,” whichever occurs first .
Revenues Revenues are derived from fees for the Company’s proprietary information products and services. The Company recognizes revenues from information products as performance obligations under customer contracts are satisfied.
Revenues Revenues are derived from fees for the Company’s proprietary information products and services. The Company recognizes revenues from information products as the products are updated.
Management excludes the income tax (benefit) expense from Adjusted EBITDA (i) because management believes that the income tax (benefit) expense is not directly attributable to the underlying performance of business operations and, accordingly, its exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different tax attributes. 31 Table of Contents Limitations on the use of non-GAAP financial measures There are limitations to using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with U.S.
Management excludes the income tax expense from Adjusted EBITDA (i) because management believes that the income tax expense is not directly attributable to the underlying performance of business operations and, accordingly, its exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different tax attributes.
The nature of these expenses is primarily related to direct and incremental third-party legal expenses and settlement expenses, net of any insurance recoveries, associated with such litigation, which pertains to entities acquired in the Helix merger, see “Item 3. Legal Proceedings” and “Note 19 – Commitments and Contingencies” in “ Item 8.
The nature of these expenses is primarily related to direct and incremental third-party legal expenses and settlement expenses, net of any insurance recoveries, associated with such litigation, which pertains to entities acquired in the Helix merger, see “Note 16 – Commitments and Contingencies” to the financial statements for further information. • Strategic review and acquisition related expenses.
Accordingly, management believes that this exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods. • Stock-Based Compensation Expense.
Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods. 28 Table of Contents • Stock-Based Compensation Expense.
In the periods reported, these other items included (i) change in fair value of warrant liability relating to warrants assumed in the acquisition of Helix; (ii) gain on sale of investment relating to the sale of a minority equity interest; (iii) gain on debt redemption which relates to a gain on the early retirement of a portion of the Notes (for further discussion, refer to “Note 12 – Warrant Liability” and “Note 13 – Convertible Notes” to the financial statements) and (iv) gain on bargain purchase (for further discussion refer to Note 5 - Acquisition).
In the periods reported, these other items included (i) gain on sale of investment relating to the sale of a minority equity interest, (ii) gain on debt redemption which relates to a gain on the early retirement of a portion of the Notes (for further discussion, refer to “Note 11 – Convertible Notes” to the financial statements), and (iii) gain on bargain purchase in connection with the business combination (for further discussion, refer to “Note 4 - Acquisition” to the financial statements).
Cost of Revenues Cost of revenues is generated from direct costs associated with the delivery of the Company’s products and services to its customers. The cost of revenues relates primarily to labor costs, information licensing, hosting and infrastructure costs and client service team costs.
Cost of Revenues Cost of revenues is generated from direct costs associated with the delivery of the Company’s products and services to its customers.
Financial Statements and Supplementary Data ” for further information. • Strategic review and acquisition related expenses. Management excludes certain professional expenses that are extraordinary in nature and are unrelated to the Company’s day-to-day business operations. The nature of these expenses is primarily related to a strategic review of the Company’s operations and acquisition of Kyber. • Contract termination impacts.
Management excludes certain professional expenses that are extraordinary in nature and are unrelated to the Company’s day-to-day business operations. The nature of these expenses is primarily related to an unsolicited offer to take the Company private, a strategic review of the Company’s operations and acquisition of Kyber. 29 Table of Contents • Contract termination impacts.
General and Administrative Expenses General and administrative expenses include salaries, benefits and other costs of departments serving administrative functions, such as executives, finance and accounting and human resources.
The timing of these marketing events may affect marketing costs in any particular period. General and Administrative Expenses General and administrative expenses include salaries, benefits and other costs of departments serving administrative functions, such as executives, finance and accounting and human resources.
In addition, unanticipated events and circumstances may occur, which may affect the accuracy or validity of such estimates, and, if such events occur, we may be required to recognize a loss in the consolidated statement of operations due to an overestimation of the value ascribed to an acquired asset or an increase in the amounts recorded for assumed liabilities. 34 Table of Contents Discontinued Operations In accordance with ASC 205-20 Discontinued Operations, the results of the Helix Businesses are presented as discontinued operations in the Consolidated Statements of Operations and, as such, have been excluded from continuing operations.
In addition, unanticipated events and circumstances may occur, which may affect the accuracy or validity of such estimates, and, if such events occur, the Company may be required to recognize a loss in the consolidated statement of operations due to an overestimation of the value ascribed to an acquired asset or an increase in the amounts recorded for assumed liabilities.
GAAP measures in the Company’s public disclosures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP.
Management compensates for these limitations by analyzing current and future results on a U.S. GAAP basis as well as a non-GAAP basis and also by providing U.S. GAAP measures in the Company’s public disclosures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP.
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.
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. See Note 15 for the Company’s income tax disclosures which have been expanded to comply with the new guidance.
Litigation Settlements and Related Expenses Litigation settlements and related expenses result from the defense and settlement of legacy claims assumed in the Helix merger. Depreciation and Amortization Expenses Depreciation and amortization relate to long lived assets used in the Company’s business. Depreciation expense relates primarily to furniture and equipment and computers.
Depreciation and Amortization Expenses Depreciation and amortization relate to long-lived assets used in the Company’s business. Depreciation expense relates primarily to furniture and equipment and computers.
GAAP metrics in the calculation of Adjusted EBITDA for the periods shown below: For the Years Ended December 31, 2024 2023 (as restated) Revenue $ 20,153,263 $ 21,216,984 Net (loss) income from continuing operations (3,771,070 ) 2,395,518 Depreciation and amortization 63,389 74,438 Stock based compensation expense 6,528,397 6,573,969 Change in fair value of warrant liability (563 ) (3,984 ) Interest and investment income (2,422,261 ) (2,327,974 ) Interest expense 708,933 834,785 Gain on sale of investment (80,694 ) (5,805,858 ) Gain on debt redemption (283,059 ) (111,151 ) Gain on bargain purchase (1,204,830 ) — Severance expense — 250,000 Litigation related expenses 669,955 1,032,985 Strategic review and transaction related expenses 756,743 — Contract termination impacts (542,389 ) — Income tax expense 66,583 85,740 Adjusted EBITDA - continuing operations $ 489,134 $ 2,998,468 Comparison of the Years Ended December 31, 2024 and 2023 Adjusted EBITDA - continuing operations Adjusted EBITDA for the year ended December 31, 2024, was $489,134 compared to $2,998,468 for the year ended December 31, 2023, a decrease of $2,509,334.
GAAP metrics in the calculation of Adjusted EBITDA for the periods shown below: For the Years Ended December 31, 2025 2024 Revenue $ 30,256,919 $ 20,153,263 Net loss (2,874,042 ) (3,771,070 ) Depreciation and amortization 207,722 63,389 Stock based compensation expense 3,276,379 6,528,397 Change in fair value of warrant liability — (563 ) Interest and investment income (1,260,533 ) (2,422,261 ) Interest expense 142,351 708,933 Gain on sale of investment — (80,694 ) Gain on debt redemption — (283,059 ) Gain on bargain purchase — (1,204,830 ) Litigation related expenses — 669,955 Strategic review and transaction related expenses 1,295,559 756,743 Contract termination impacts (175,000 ) (542,389 ) Income tax expense 227,972 66,583 Adjusted EBITDA $ 840,408 $ 489,134 Comparison of the Years Ended December 31, 2025 and 2024 Adjusted EBITDA Adjusted EBITDA for the year ended December 31, 2025, was $840,408 compared to $489,134 for the year ended December 31, 2024, an increase of $351,274.
In February 2025, the vendor announced that it intended to exit the data licensing business by the end of 2026.
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.
Net Cash Provided By Investing Activities Net cash provided by investing activities of $ 17,288,745 increased by $ 10,168,802 for the year ended December 31, 2024 compared to cash provided by investing activities of $ 7,119,943 for the year ended December 31, 2023 .
Net Cash Provided by Investing Activities Net cash provided by investing activities of $12,943,231 decreased by $4,345,514 for the year ended December 31, 2025 compared to cash provided by investing activities of $17,288,745 for the year ended December 31, 2024.
On February 10, 2023, the Company sold BioTrack for $30,000,000 consisting of $20,000,000 in cash at closing and twelve unconditional monthly payments aggregating $10,000,000 thereafter. On July 21, 2023, the Company sold a minority equity interest in a customer for cash proceeds of $5,805,858 and future contingent earnout payments aggregating up to $3,600,000 in 2025 and 2026.
On July 21, 2023, the Company sold a minority equity interest in a customer for cash proceeds of $5,805,858 and potential future contingent earnout payments aggregating up to $3,600,000 based on achievement of certain performance metrics in 2025 and 2026. These transactions have provided additional cash and liquidity to the Company.
As a result, gross profit as a percentage of revenues decreased to 64% for the year ended December 31, 2024 , compared to 74% for the same period in 2023 .
Cost of revenues increased primarily due to the impact of the Kyber acquisition and higher information licensing and processing expenses. As a result, gross profit as a percentage of revenues decreased to 53% for the year ended December 31, 2025, compared to 64% for the same period in 2024.
These transactions have provided additional cash and liquidity to the Company. During 2024, the Company redeemed $18,881,466 in outstanding principal and interest on its Notes. As of December 31, 2024 , the Company’s balance of cash and marketable securities aggregated $35,082,749 and outstanding principal and accrued interest on the Notes, due September 1, 2025, aggregated $6,697,649 .
During 2024 and 2025, the Company redeemed $18,881,466 and $6,840,000 in outstanding principal and interest on its Notes, respectively. As of December 31, 2025, the Company’s balance of cash and marketable securities aggregated $31,550,989 and there was no remaining outstanding principal and accrued interest on the Notes, which had a maturity date of September 1, 2025.
In addition, the Company records normal course of business severance expenses in the operating expense line item related to its employees’ activities. • Litigation related expenses. Management excludes litigation expenses that are extraordinary in nature and are unrelated to the Company’s day-to-day business operations.
Management excludes litigation expenses that are extraordinary in nature and are unrelated to the Company’s day-to-day business operations.
On July 31, 2024, the Company was informed by one of its information vendors that effective December 31, 2024, the vendor will 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.
The cost of revenues relates primarily to labor costs, information licensing, hosting and infrastructure costs and client service team costs. 24 Table of Contents 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 licensed to the Company.
GAAP and may be different from non-GAAP financial measures provided by other companies. The non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact upon reported financial results.
The non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact upon reported financial results. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are adjusted to calculate non-GAAP financial measures.
This primarily is the result of changes in working capital accounts related to the timing of cash flows from operations.
The increase is primarily the result of the increased revenue, decreased litigation settlements and related expenses, and changes in working capital accounts related to the timing of cash flows from operations, partially offset by increased strategic review and transaction related costs.
Research and Development Research and development expenses for the year ended December 31, 2024 , were $1,444,745 , which represented an increase of $37,165 compared to total research and development expenses of $1,407,580 for the year ended December 31, 2023 .
Research and Development Research and development expenses for the year ended December 31, 2025, were $2,916,722, which represented an increase of $1,471,977 compared to research and development expenses of $1,444,745 for the year ended December 31, 2024. The increase is primarily due to the impact of the Kyber acquisition and higher employee related expenses.
General and Administrative General and administrative expenses for the year ended December 31, 2024 , were $12,536,940 , which represented a decrease of $63,268 compared to general and administrative expenses of 12,600,208 for the year ended December 31, 2023 .
General and Administrative General and administrative expenses for the year ended December 31, 2025, were $9,410,103, which represented a decrease of $3,126,837 compared to general and administrative expenses of $12,536,940 for the year ended December 31, 2024. The decrease is primarily due to lower stock compensation expense (approximately $3.3 million).
Sales and Marketing Sales and marketing expense is primarily salaries and related expenses, including commissions, for sales, marketing and product management staff. Marketing program costs are also recorded as sales and marketing expense including advertising, market research and events (such as trade shows, corporate communications, brand building, etc.).
Marketing program costs are also recorded as sales and marketing expense including advertising, market research and events (such as trade shows, corporate communications, brand building, etc.). The Company plans to continue investing in marketing and sales by expanding selling and marketing staff, building brand awareness, attracting new clients and sponsoring additional marketing events.
Strategic review and transaction related expenses consist of professional fees related to a strategic review of operations and the acquisition of Kyber.
Strategic Review and Acquisition Related Expenses Strategic review and acquisition related expenses are primarily related to professional fees incurred related to an unsolicited offer in 2025 to take the Company private and a strategic review of the Company’s operations and acquisition of Kyber in 2024.
The purchase price allocation requires us to make significant estimates and assumptions, especially at the acquisition date, with respect to intangible assets and deferred revenue obligations. Although we believe the assumptions and estimates we have made are reasonable, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain.
Although the Company believes the assumptions and estimates it has made are reasonable, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain.
Litigation Settlements and Related Expenses Litigation settlements and administrative expenses for the three months ended September 30, 2024 were $1,394 which represented a decrease of $315,426 compared to litigation settlements and administrative expenses of $316,820 for the three months ended September 30, 2023.
Litigation Settlements and Related Expenses Litigation settlements and related expenses for the year ended December 31, 2025, were $0, which represented a decrease of $669,955 compared to litigation settlements and related expenses of $669,955 for the year ended December 31, 2024.
The increase is primarily due to increased professional expenses related to a strategic review of the Company’s operations and bad debt expense, partially offset by decreases in other professional expenses. Litigation Settlements and Related Expenses Litigation settlements and related expenses result from the defense and settlement of legacy claims assumed in the Helix merger.
Litigation Settlements and Related Expenses Litigation settlements and related expenses result from the defense and settlement of legacy claims assumed in the Helix merger. 25 Table of Contents Strategic Review and Acquisition Related Expenses Strategic review and acquisition related expenses are primarily related to professional fees incurred related to an unsolicited offer in 2025 to take the Company private and a strategic review of the Company’s operations and acquisition of Kyber in 2024.
Actual results may differ from these estimates. 33 Table of Contents The Company believes the following critical accounting estimates used in the preparation of its Consolidated Financial Statements affect its more significant judgments and estimates.
The Company believes the following critical accounting estimates used in the preparation of its consolidated financial statements affect its more significant judgments and estimates. 32 Table of Contents Revenue The Company utilizes judgement to determine whether performance obligations in a contract are distinct and to assess revenue recognized under variable revenue arrangements.
Cost of Revenues Cost of revenues for the year ended December 31, 2024 , was $7,334,163 , which represented an increase of $1,857,131 compared to cost of revenues of $5,477,032 for the year ended December 31, 2023 . Cost of revenues increased primarily due to the impact of the Kyber acquisition and higher information licensing expenses.
The increase is primarily due to the impact of the acquisition of Kyber (approximately $6.2 million) and organic growth in sales of the Company’s information products. 26 Table of Contents Cost of Revenues Cost of revenues for the year ended December 31, 2025, was $14,156,840, which represented an increase of $6,822,677 compared to cost of revenues of $7,334,163 for the year ended December 31, 2024.
Net Cash Used In Financing Activities Net cash used in financing activities of $ 19,023,897 for the year ended December 31, 2024 increased by $ 14,422,379 compared to cash used in financing activities of $ 4,601,518 for the year ended December 31, 2023 .
Net Cash Used In Financing Activities Net cash used in financing activities of $7,516,605 year ended December 31, 2025 decreased by $11,507,292 compared to cash used in financing activities of $19,023,897 for the year ended December 31, 2024. The decrease was primarily due to changes in cash used for the redemption of the Notes.
Cash Flows The following table summarizes selected information about sources and uses of cash and cash equivalents for the periods presented: For the Years Ended December 31, 2024 2023 (as restated) Net cash provided by operating activities - continuing operations $ 282,827 $ 787,893 Net cash provided by investing activities - continuing operations 17,288,745 7,119,943 Net cash used in financing activities - continuing operations (19,023,897 ) (4,601,518 ) Net (decrease) increase in cash and cash equivalents - continuing operations $ (1,452,325 ) $ 3,306,318 Net Cash Provided By Operating Activities Net cash provided by operating activities of $282,827 decreased by $505,066 for the year ended December 31, 2024 compared to cash provided by operating activities of $787,893 for the year ended December 31, 2023.
The Company expects to continue to fund its operations and potential future acquisitions through a combination of cash flow generated from operating activities, available cash and marketable securities, debt financing and/or additional equity issuances. 31 Table of Contents Cash Flows The following table summarizes selected information about sources and uses of cash and cash equivalents for the periods presented: For the Years Ended December 31, 2025 2024 Net cash provided by operating activities $ 2,886,473 $ 282,827 Net cash provided by investing activities 12,943,231 17,288,745 Net cash used in financing activities (7,516,605 ) (19,023,897 ) Net change in cash and cash equivalents $ 8,313,099 $ (1,452,325 ) Net Cash Provided by Operating Activities Net cash provided by operating activities of $2,886,473 increased by $2,603,646 for the year ended December 31, 2025 compared to cash provided by operating activities of $282,827 for the year ended December 31, 2024.
As a result, the Company recorded an adjustment of $542,389 included in cost of revenues during the year ended December 31, 2024 , representing previously recorded charges under the contract that will not be paid. 26 Table of Contents The Company has licensed data from additional vendors in consideration of the above changes, and in addition is evaluating other potential data sources to meet future needs; 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 agreements.
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.
Accounting for discontinued operations and the related gain on sale of discontinued operations required the Company to make estimates and judgements regarding the allocation of costs and net asset values to discontinued operations. 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”).
Recently Adopted 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.
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. 25 Table of Contents The business combination with Helix was accounted for as a reverse acquisition 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.
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. 23 Table of Contents On January 8, 2026, at a special meeting of stockholders (the “Special Meeting”) of Forian, Inc.
This is primarily the result of changes in the impact of cash from acquisitions, disposition of discontinued operations, sale of investment and changes in net additions to marketable securities.
The change is primarily the result of cash received from the sale of a discontinued operation and acquisition of Kyber in 2024 and changes in purchases and sales of marketable securities.
The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures. Recently Adopted Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
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”).
Managements excludes these other items from Adjusted EBITDA because management believes these costs are not recurring and not directly attributable to the performance of business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance.
Accordingly, management believes that this exclusion assists management and investors in making period-to-period comparisons of operating performance.
Sales and Marketing Sales and marketing expenses for the year ended December 31, 2024, were $4,334,289, which represented a decrease of $623,544 compared to total sales and marketing expenses of $4,957,833 for the year ended December 31, 2023. The decrease is due to lower severance, salaries and commissions related to changes in sales force composition implemented during 2023.
Sales and Marketing Sales and marketing expenses for the year ended December 31, 2025, were $6,034,225, which represented an increase of $1,699,936 compared to sales and marketing expenses of $4,334,289 for the year ended December 31, 2024. The increase is due to the impact of the Kyber acquisition and increased salesperson compensation expenses.
Sales and Marketing Sales and marketing expenses for the three months ended March 31, 2024 were $1,055,141, which represented a decrease of $161,593 compared to total sales and marketing expenses of $1,216,734 for the three months ended March 31, 2023.
Interest and Investment Income Interest and investment income for the year ended December 31, 2025, were $1,260,533, which represented a decrease of $1,161,728 compared to interest and investment income of $2,422,261 for the year ended December 31, 2024.
The Company continues to evaluate any impact on customer performance commitments and the availability of alternate sources of comparable data. Research and Development Research and development expenses consist primarily of employee-related expenses, subcontractor and third-party consulting fees and hosted infrastructure costs. The Company continues to focus research and development efforts on adding new features and applications to its product offerings.
The Company continues to focus research and development efforts on adding new features and applications to its product offerings. Sales and Marketing Sales and marketing expense is primarily salaries and related expenses, including commissions, for sales, marketing and product management staff.
As a result of this event, the Company is evaluating its rights under the contract and anticipates it may reduce the expected period of benefit for existing contracts with the vendor beginning in the first quarter of 2025, resulting in accelerated amortization of amounts included in other assets related to the contract.
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 vendor’s announcement.
Removed
Financial Statements and Supplementary Data,” we have restated our previously issued audited Consolidated Financial Statements as of December 31, 2023, and for the year ended December 31, 2023, and our unaudited quarterly financial information for the quarterly periods ended March 31, June 30 and September 30, 2023 .
Added
(the “Company”), the stockholders of the Company approved a proposal to redomicile through a statutory conversion (the “Redomiciliation”) the Company from a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) to a corporation organized under the laws of the State of Maryland (the “Maryland Corporation”) by means of a plan of conversion (the “Plan of Conversion”) and adopted the resolutions of the board of directors of the Company approving the Redomiciliation, as described in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2025 (the “Proxy Statement”).
Removed
During the course of the audit of the Company’s 2024 financial statements, management of the Company, after discussion with its independent registered public accounting firm , determined that under ASC 606, Revenue from Contracts with Customers (“ASC 606”), aggregate annual minimum payments for certain contracts should be recognized on a straight line basis over the life of the contract, as opposed to individually in the year in which the minimum fee applies under the terms of the contract.
Added
Pursuant to the Plan of Conversion the Company filed (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) articles of conversion with the Secretary of State of the State of Maryland and (iii) articles of incorporation with the Secretary of State of the State of Maryland (the “Maryland Charter”).
Removed
As a result, the Company restated its previously reported financial statements for the periods that were affected. This restatement applied to the application of ASC 606 to a limited number of contracts where the Company may earn variable fees based on customer sales over certain thresholds specified in the contract and had no impact on the Company’s cash flows.
Added
The Company has also adopted new bylaws (the “Maryland Bylaws”) in connection with the Redomiciliation. The Redomiciliation was effective at 12:01 a.m. Eastern Time on January 9, 2026 (the “Effective Time”).

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