| Delaware |
001-40146 |
85-3467693
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
41 University Drive, Suite 400, Newtown, PA
|
18940
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which
registered
|
| Common Stock, $0.001 par value |
FORA |
The Nasdaq Stock Market LLC
|
| Item 2.02 |
Results of Operations and Financial Condition
|
| Item 9.01 |
Financial Statements and Exhibits
|
| (d) |
Exhibits.
|
|
Exhibit No.
|
Description
|
|
|
Press Release, dated November 14, 2025 (furnished herewith)
|
||
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
FORIAN INC.
|
||
|
Dated: November 14, 2025
|
By:
|
/s/ Michael Vesey
|
|
Name:
|
Michael Vesey
|
|
|
Title:
|
Chief Financial Officer
|
|

|
|
Three Months Ended
|
Period- | |||||||||
|
|
September 30,
|
over-
|
|||||||||
|
|
2025
|
2024
|
Period %
|
||||||||
|
|
Unaudited
|
Unaudited
|
Change
|
||||||||
|
Revenue
|
$
|
7,762,183
|
$
|
4,686,312
|
66%
|
|
|||||
|
|
|||||||||||
|
Net loss
|
$
|
(151,220
|
) |
$
|
(204,907
|
)
|
26%
|
|
|||
|
|
|||||||||||
|
Net loss per share - basic and diluted
|
$
|
(0.00
|
) |
$
|
(0.01
|
)
|
100%
|
|
|||
|
|
|||||||||||
|
Adjusted EBITDA (a non-GAAP financial measure defined below)
|
$
|
470,645
|
$
|
185,916
|
153%
|
|
|||||
|
|
● |
Revenue for the quarter was $7.8 million, a $3.1 million increase from $4.7 million in the prior year
|
|
|
● |
Net loss for the quarter was $0.2 million, or $0.00 per share, compared to a net loss of $0.2 million, or $0.01 per share, in the prior year
|
|
|
● |
Adjusted EBITDA for the quarter was $0.5 million, compared to $0.2 million in the prior year
|
|
|
● |
Cash, cash equivalents and marketable securities at September 30, 2025, totaled $28.2 million
|
|
|
● |
HEOR Expansion: Achieved meaningful growth across health economics and outcomes research, supported by new information integrations, client renewals, and expanded project scopes.
|
|
|
● |
Health Services & Delivery: Advanced partnerships with large health and pharma services companies to broaden real-world data coverage and enhance evidence-generation capabilities.
|
|
|
● |
Financial Services Growth: Introduced new data-driven financial analytics offerings and secured key contracts, positioning Forian for continued diversification and market penetration.
|
|
|
• |
Revenue is expected to be at the higher end of the previously reported range of $28 to $30 million; and
|
|
|
• |
Adjusted EBITDA is expected to be at the higher end of the previously reported range of ($1.0) to $1.0 million.
|
|
September 30,
|
December 31,
|
|||||||
|
2025
|
2024
|
|||||||
|
(UNAUDITED)
|
||||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
4,660,622
|
$
|
4,590,661
|
||||
|
Marketable securities
|
23,564,416
|
30,492,088
|
||||||
|
Accounts receivable, net
|
5,425,188
|
3,971,702
|
||||||
|
Contract assets
|
2,744,722
|
2,586,712
|
||||||
|
Prepaid expenses
|
1,416,542
|
1,111,234
|
||||||
|
Other assets
|
1,555,879
|
1,707,694
|
||||||
|
Total current assets
|
39,367,369
|
44,460,091
|
||||||
|
Property and equipment, net
|
33,466
|
46,652
|
||||||
|
Intangible assets, net
|
1,049,644
|
1,192,044
|
||||||
|
Right of use assets, net
|
18,097
|
35,560
|
||||||
|
Deposits and other assets
|
785,759
|
1,435,496
|
||||||
|
Total assets
|
$
|
41,254,335
|
$
|
47,169,843
|
||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$
|
2,114,339
|
$
|
982,665
|
||||
|
Accrued expenses
|
3,996,995
|
4,413,267
|
||||||
|
Short-term operating lease liabilities
|
18,097
|
23,423
|
||||||
|
Deferred revenues
|
4,044,273
|
4,487,686
|
||||||
|
Convertible notes payable, net of debt issuance costs ($0 and $6,000,000 in principal was held by a related party)
|
-
|
6,697,649
|
||||||
|
Total current liabilities
|
10,173,704
|
16,604,690
|
||||||
|
Long-term liabilities:
|
||||||||
|
Other liabilities
|
-
|
512,137
|
||||||
|
Total long-term liabilities
|
-
|
512,137
|
||||||
|
Total liabilities
|
10,173,704
|
17,116,827
|
||||||
|
Commitments and contingencies Stockholders’ equity:
|
||||||||
|
Preferred Stock; par value $0.001; 5,000,000 Shares authorized; 0 issued and outstanding as of September 30, 2025 and
December 31, 2024
|
-
|
-
|
||||||
|
Common Stock; par value $0.001; 95,000,000 Shares authorized; 30,996,512 issued and outstanding as of September 30,
2025 and 31,010,788 issued and outstanding as of December 31, 2024
|
30,997
|
31,011
|
||||||
|
Additional paid-in capital
|
82,017,033
|
79,937,115
|
||||||
|
Accumulated deficit
|
(50,967,399
|
)
|
(49,915,110
|
)
|
||||
|
Total stockholders’ equity
|
31,080,631
|
30,053,016
|
||||||
|
Total liabilities and stockholders’ equity
|
$
|
41,254,335
|
$
|
47,169,843
|
||||
|
For the Three Months Ended September 30,
|
For the Nine Months Ended September 30,
|
|||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||
|
Revenue
|
$
|
7,762,183
|
$
|
4,686,312
|
$
|
22,294,439
|
$
|
14,340,791
|
||||||||
|
Costs and Expenses:
|
||||||||||||||||
|
Cost of revenue
|
3,753,561
|
1,402,920
|
10,113,352
|
4,913,195
|
||||||||||||
|
Research and development
|
676,172
|
291,962
|
1,958,140
|
989,052
|
||||||||||||
|
Sales and marketing
|
1,461,348
|
956,983
|
4,339,785
|
3,029,783
|
||||||||||||
|
General and administrative
|
2,118,273
|
2,858,184
|
7,369,326
|
9,371,430
|
||||||||||||
|
Litigation settlements and related expenses
|
-
|
1,394
|
-
|
1,152,670
|
||||||||||||
|
Depreciation and amortization
|
52,135
|
6,629
|
155,586
|
23,405
|
||||||||||||
|
Strategic review and transaction related expenses
|
170,579
|
(35,931
|
)
|
176,724
|
399,913
|
|||||||||||
|
Total costs and expenses
|
8,232,068
|
5,482,141
|
24,112,913
|
19,879,448
|
||||||||||||
|
Operating loss
|
(469,885
|
)
|
(795,829
|
)
|
(1,818,474
|
)
|
(5,538,657
|
)
|
||||||||
|
Other Income (Expense):
|
||||||||||||||||
|
Change in fair value of warrant liability
|
-
|
20
|
-
|
563
|
||||||||||||
|
Interest and investment income
|
336,002
|
658,339
|
1,012,818
|
1,951,812
|
||||||||||||
|
Gain on sale of investment
|
-
|
32,082
|
-
|
80,694
|
||||||||||||
|
Interest expense
|
(35,984
|
)
|
(195,415
|
)
|
(142,351
|
)
|
(587,684
|
)
|
||||||||
|
Gain on debt redemption
|
-
|
-
|
-
|
137,356
|
||||||||||||
|
Total other income, net
|
300,018
|
495,026
|
870,467
|
1,582,741
|
||||||||||||
|
Net loss before income taxes
|
(169,867
|
)
|
(300,803
|
)
|
(948,007
|
)
|
(3,955,916
|
)
|
||||||||
|
Income tax benefit (expense)
|
18,647
|
95,896
|
(104,282
|
)
|
(14,865
|
)
|
||||||||||
|
Net loss
|
$
|
(151,220
|
)
|
$
|
(204,907
|
)
|
$
|
(1,052,289
|
)
|
$
|
(3,970,781
|
)
|
||||
|
Basic and diluted net loss per common share
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
$
|
(0.03
|
)
|
$
|
(0.13
|
)
|
||||
|
Weighted-average shares outstanding - basic and diluted
|
31,082,725
|
31,098,180
|
31,136,376
|
31,064,418
|
||||||||||||
|
For the Period Ended September 30,
|
||||||||
|
2025
|
2024
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net loss
|
$
|
(1,052,289
|
)
|
$
|
(3,970,781
|
)
|
||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
|
Depreciation and amortization
|
155,586
|
23,405
|
||||||
|
Amortization on right of use asset
|
17,463
|
16,296
|
||||||
|
Amortization of debt issuance costs
|
3,555
|
3,999
|
||||||
|
Amortization of discount - proceeds from sale of discontinued operations
|
-
|
(20,712
|
)
|
|||||
|
Accrued interest on convertible Notes
|
138,796
|
583,685
|
||||||
|
Accretion of discounts on marketable securities
|
(910,506
|
)
|
(1,876,074
|
)
|
||||
|
Gain on sale of investment
|
-
|
(80,694
|
)
|
|||||
|
Gain on debt redemption
|
-
|
(137,356
|
)
|
|||||
|
Provision for credit losses
|
-
|
225,000
|
||||||
|
Stock-based compensation expense
|
2,672,104
|
4,873,593
|
||||||
|
Change in fair value of warrant liability
|
-
|
(563
|
)
|
|||||
|
Change in operating assets and liabilities:
|
||||||||
|
Accounts receivable
|
(1,453,486
|
)
|
(1,198,651
|
)
|
||||
|
Contract assets
|
(158,010
|
)
|
251,681
|
|||||
|
Prepaid expenses
|
(305,308
|
)
|
379,453
|
|||||
|
Lease liabilities
|
(17,463
|
)
|
(27,505
|
)
|
||||
|
Deposits and other assets
|
801,552
|
1,098,673
|
||||||
|
Accounts payable
|
1,131,674
|
682,239
|
||||||
|
Accrued expenses
|
(416,272
|
)
|
(1,634,149
|
)
|
||||
|
Deferred revenues
|
(443,413
|
)
|
(169,832
|
)
|
||||
|
Other liabilities
|
(500,000
|
)
|
(488,791
|
)
|
||||
|
Net cash used in operating activities
|
(336,017
|
)
|
(1,467,084
|
)
|
||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Purchase of marketable securities
|
(73,977,822
|
)
|
(133,894,613
|
)
|
||||
|
Sale and maturity of marketable securities
|
81,816,000
|
131,417,076
|
||||||
|
Proceeds from sale of investment
|
-
|
80,694
|
||||||
|
Net cash from sale of discontinued operations
|
-
|
1,666,666
|
||||||
|
Net cash provided by (used) investing activities
|
7,838,178
|
(730,177
|
)
|
|||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Tax payments related to shares withheld for vested restricted stock units
|
(179,256
|
)
|
(113,637
|
)
|
||||
|
Repurchase of common stock
|
(412,944
|
)
|
(74,400
|
)
|
||||
|
Cash used to redeem convertible notes
|
(6,840,000
|
)
|
(950,000
|
)
|
||||
|
Net cash used in financing activities
|
(7,432,200
|
)
|
(1,138,037
|
)
|
||||
|
Net change in cash and cash equivalents
|
69,961
|
(3,335,298
|
)
|
|||||
|
Cash and cash equivalents, beginning of period
|
4,590,661
|
6,042,986
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
4,660,622
|
$
|
2,707,688
|
||||
|
Supplemental disclosure of cash flow information:
|
||||||||
|
Cash paid (received) for taxes
|
$
|
182,678
|
$
|
(1,346,108
|
)
|
|||
|
|
• |
Depreciation and Amortization. Depreciation and amortization
expense is a non-cash expense relating to capital expenditures and intangible assets arising from acquisitions that are expensed on a straight-line basis over the estimated useful life of the related assets. The Company excludes
depreciation and amortization expense from Adjusted EBITDA because management believes that (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of the business operations and
(ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. 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. Stock-based compensation expense
is a non-cash expense arising from the grant of stock-based awards to employees. Management believes that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period
comparisons in the Company’s operating performance because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of business operations and (ii) such expenses can vary
significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Management believes that excluding stock-based compensation from Adjusted EBITDA assists
management and investors in making meaningful comparisons between the Company’s operating performance and the operating performance of other companies that may use different forms of employee compensation or different valuation
methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected
to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future.
|
|
|
• |
Interest Expense. 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 were due on September 1, 2025, and accrue interest at an annual rate of 3.5%. 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. 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. Management excludes interest and investment income from Adjusted EBITDA (i) because these items 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 and (ii) to assist management and investors in making
comparisons to companies with different capital structures. 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. In the periods reported, these other items included (i) gain on sale of investment relating to the sale of a minority equity interest and (ii) gain on debt redemption which relates to a gain on the
early retirement of a portion of the Notes. 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. Management excludes litigation 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 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.
|
|
|
• |
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 an unsolicited offer to take the Company private, a strategic review of the Company’s operations and acquisition of Kyber.
|
|
|
• |
Contract termination impacts. 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. 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 supplier’s upstream licensor. 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. On July 2, 2025, the Company entered into a Termination and Wind Down Agreement with the vendor
providing for a reduction of fees for the period through the termination date $175,000. As a result, the Company recorded an adjustment of $175,000 included in cost of revenues during the three months ended June 30, 2025, representing
previously recorded charges under the contract that will not be paid.
|
|
|
• |
Income tax (benefit) expense. 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.
|
|
For the Three Months Ended
September 30,
|
For the Nine Months Ended
September 30,
|
|||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||
|
Revenue
|
$
|
7,762,183
|
$
|
4,686,312
|
$
|
22,294,439
|
$
|
14,340,791
|
||||||||
|
Net loss
|
(151,220
|
)
|
(204,907
|
)
|
(1,052,289
|
)
|
(3,970,781
|
)
|
||||||||
|
Depreciation and amortization
|
52,135
|
6,629
|
155,586
|
23,405
|
||||||||||||
|
Stock based compensation expense
|
717,816
|
1,552,042
|
2,672,104
|
4,873,593
|
||||||||||||
|
Change in fair value of warrant liability
|
-
|
(20
|
)
|
-
|
(563
|
)
|
||||||||||
|
Interest and investment income
|
(336,002
|
)
|
(658,339
|
)
|
(1,012,818
|
)
|
(1,951,812
|
)
|
||||||||
|
Interest expense
|
35,984
|
195,415
|
142,351
|
587,684
|
||||||||||||
|
Gain on sale of investment
|
-
|
(32,082
|
)
|
-
|
(80,694
|
)
|
||||||||||
|
Gain on debt redemption
|
-
|
-
|
-
|
(137,356
|
)
|
|||||||||||
|
Litigation related expenses
|
-
|
1,394
|
-
|
1,152,670
|
||||||||||||
|
Strategic review and transaction related expenses
|
170,579
|
(35,931
|
)
|
176,724
|
399,913
|
|||||||||||
|
Contract termination impacts
|
-
|
(542,389
|
)
|
(175,000
|
)
|
(542,389
|
)
|
|||||||||
|
Income tax (benefit) expense
|
(18,647
|
)
|
(95,896
|
)
|
104,282
|
14,865
|
||||||||||
|
Adjusted EBITDA
|
$
|
470,645
|
$
|
185,916
|
$
|
1,010,940
|
$
|
368,535
|
||||||||