Forian's Takedown Bid: Inside Max Wygod's $2.10 Per Share Acquisition Proposal

Forian Inc. (NASDAQ: FORA) finds itself at a crossroads following a bombshell move by its founder and CEO Max Wygod. On August 25, 2025, Wygod’s consortium unveiled a non-binding proposal to acquire all outstanding shares of Forian not already controlled by the group at $2.10 per share—representing a 19% premium to the stock’s August 22 close.

The Players and Their Stakes

What makes this maneuver significant is the power concentration behind it. Wygod’s consortium, which includes inside directors Adam Dublin and Shahir Kassam-Adams, controls approximately 63% of Forian’s common stock. This super-majority stake means the proposal carries real weight—the consortium already owns the lion’s share needed to push the deal through.

The acquisition framework targets roughly 31 million shares outstanding. By bundling their existing equity stake with the proposed cash offer, the consortium plans a two-step structure: a cash tender offer followed by a short-form merger under Delaware law.

Why Go Private Now?

According to the proposal letter, Wygod’s group argues that remaining public creates operational friction. Forian’s small public float constrains trading liquidity and artificially depresses the stock’s market valuation relative to comparable private peers. The quarterly reporting burden and Sarbanes-Oxley compliance overhead add cost and distraction that the consortium believes outweigh the benefits of public market status.

For public shareholders, the pitch is straightforward: immediate liquidity at a premium price without the wait-and-see game of market cycles.

The Financing and Conditions

The deal hinges on several moving parts. The consortium plans to fund the acquisition through a combination of personal capital, third-party financing, and Forian’s existing net cash position. They’ve engaged Allen Overy Shearman Sterling US LLP as legal advisors and signal confidence that financing can be arranged expeditiously.

The transaction remains contingent on several standard conditions: satisfactory due diligence completion, execution of definitive agreements with key executives, approval by an independent special committee of the board, and acquisition of a majority of Forian’s shares through the tender offer process.

The Board’s Next Move

Forian’s board has already established a Special Committee of independent directors to evaluate the proposal. This committee will work with financial and legal advisors to determine the appropriate process and whether negotiations proceed toward a definitive acquisition agreement.

No guarantees exist that this preliminary proposal becomes a binding offer. The consortium reserves the right to withdraw or modify the bid. However, given Wygod’s intimate knowledge of Forian’s operations and the insider consortium’s controlling stake, any negotiation would carry material asymmetries that could shape the outcome significantly.

The next phase will determine whether Forian transitions from public company to private enterprise, or whether the board pursues alternative strategies to unlock shareholder value.