Current Report Filing (8-k)
April 13 2021 - 6:07AM
Edgar (US Regulatory)
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): April 12, 2021
FORIAN INC.
(Exact Name of Registrant as Specified in Charter)
41 University Drive, Suite 400, Newtown, PA
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18940
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (267) 757-8707
(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:
Securities registered pursuant to Section 12(b) of the Act:
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. ☐
On April 12, 2021, Forian Inc. (the “Company”) entered into a securities purchase agreement (“Securities Purchase Agreement”) with certain accredited investors (the “Investors”)
and certain directors of the Company (the “Affiliates”), pursuant to which the Company will issue (i) 631,282 shares of the Company’s common stock to the Investors at a price of $8.95 per share, which represents an approximately 15%
discount to the volume weighted price of the Company’s common stock on April 8, 2021, and (ii) 560,461 shares of the Company’s common stock to the Affiliates at a price of $11.33 per share, which amount equals the consolidated closing bid price
of the Company’s common stock on April 9, 2021, for aggregate gross proceeds to the Company of $12,000,000 (the “PIPE Offering”).
The Company has agreed to use reasonable commercial efforts to file a Registration Statement on Form S-3 covering the resale of the shares of common stock sold in the PIPE Offering as soon as
practicable after the date on which the Company becomes eligible to use a Registration Statement on Form S-3.
The shares of the Company’s common stock were offered and sold to the Investors and the Affiliates in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act and Regulation D under the Securities Act.
The foregoing description of the Securities Purchase Agreement is qualified in its entirety by reference to the text thereof. The form of Securities Purchase Agreement is attached as Exhibit 10.1 hereto
and incorporated herein by reference.
The information set forth in Item 1.01 relating to the Securities Purchase Agreement is incorporated by reference herein.
On April 12, 2021, Forian issued a press release announcing the PIPE Offering. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference into this Item 8.01.
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.
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