UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K

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

Date of Report (Date of earliest event reported):  June 15, 2022

FORIAN INC.
(Exact Name of Registrant as Specified in Charter)

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)

Registrant’s telephone number, including area code:  (267) 225-6263

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value
FORA
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).          ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          ☐

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 15, 2022, at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Forian Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s 2020 Equity Incentive Plan (the “Plan”), which amended the Plan to increase the number of shares available for issuance under the Plan by 2,400,000 shares to a total of 6,400,000 shares. The Amendment was previously approved by the Company’s Board of Directors, subject to stockholder approval at the Annual Meeting, and the Amendment became effective upon such stockholder approval.

A description of the Amendment is set forth in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 28, 2022 (the “Proxy Statement”) and is incorporated by reference herein. The description of the Amendment contained herein and in the Proxy Statement is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Item 5.07
Submission of Matters to a Vote of Security Holders

On June 15, 2022, the Company held its Annual Meeting. All matters voted upon at the Annual Meeting were approved with the required votes. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.

1. Election of three (3) Class I Directors.

The following three Class I director nominees were elected to serve as Class I directors of the Company, with the following votes tabulated:

   
For
    
Withheld
    
Abstain
    
Broker Non-Vote
  
Stanley S. Trotman, Jr.
    
20,273,521
      
67,333
      
348,359
      
4,832,477
  
Kristiina Vuori, M.D., Ph.D.
    
20,314,448
      
29,171
      
345,594
      
4,832,477
  
Martin J. Wygod
    
20,063,698
      
279,015
      
346,500
      
4,832,477
  

2. Amendment of the 2020 Equity Incentive Plan.

The amendment of the 2020 Equity Incentive Plan to increase the number of shares authorized for issuance by 2,400,000 shares was approved, with the following votes tabulated:

For
    
Against
    
Abstain
    
Broker Non-Vote
19,894,243
    
765,767
    
29,203
    
4,832,477

3. Ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

The appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified, with the following votes tabulated:

For
    
Against
    
Abstain
    
Broker Non-Vote
25,225,637
    
278,867
    
17,186
    
0

Item 9.01
Financial Statement and Exhibits

(d) Exhibits.
 
Exhibit Number
  
Description
 
Forian Inc. First Amendment to 2020 Equity Incentive Plan
     
104
  
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
FORIAN INC.
     
 Dated: June 21, 2022
By:
/s/ Edward Spaniel, Jr.
 
Name:
Edward Spaniel, Jr.
 
Title:
Executive Vice President, General Counsel and Secretary


Exhibit 10.1

FORIAN INC.
 
FIRST AMENDMENT TO 2020 EQUITY INCENTIVE PLAN

This First Amendment (the “Amendment”) to the 2020 Equity Incentive Plan (the “Plan”) of Forian Inc., a Delaware corporation (the “Company”), is effective as of the date set forth below. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Plan.

Background

A. The Plan was established to provide designated individuals with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock awards, stock units, stock appreciation rights and other equity-based awards.

B. Immediately prior to this Amendment, there are 4,000,000 shares of Company Stock authorized for issuance under the Plan.

C. The Company desires to amend the Plan to increase the number of shares authorized for issuance under the Plan by an additional 2,400,000 shares of Company Stock, each of which may be granted as Incentive Stock Options.

D. Section 15(a) of the Plan permits the Company’s Board of Directors to amend the Plan at any time, subject to approval by the Company’s stockholders, as applicable.

Amendment

 

 1.
Shares Authorized. Section 3(a) of the Plan is hereby amended in its entirety to read as follows:
 

 A.
Shares Authorized. Subject to adjustment as described below, the aggregate number of shares of common stock of the Company (“Company Stock”) that may be issued pursuant to Grants under this Plan is 6,400,000 shares, each of which may be granted as an Incentive Stock Option.
 

 2.
General. The terms and conditions of Section 21 of the Plan shall apply to this Amendment and the Plan shall remain in full force and effect except as modified by this Amendment.
 

 3.
Effective Date. This Amendment shall be effective on the date on which it is approved by the Company’s stockholders.