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 1126, 2025

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 54.0201 ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

~~On June 11, 2025, at the 2025 Annual Meeting of Stockholders~~ (~~the “Annual Meeting”~~a) ofDismissal 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~~Independent ~~available~~Registered ~~for~~Public ~~issuance~~Accounting under the Plan by 4,000,000 shares to a total of 10,400,000 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.Firm

AOn ~~description~~June of26, ~~the~~2025, ~~Amendment is set forth in~~ the ~~Company’s~~Audit ~~Definitive~~Committee ~~Proxy~~of ~~Statement for~~ the ~~Annual~~Board ~~Meeting~~of ~~filed~~Directors ~~with~~of ~~the~~Forian, UInc.S. ~~Securities and Exchange Commission on April 29, 2025~~ (the “~~Proxy Statement~~Company”) ~~and~~dismissed isCBIZ ~~incorporated~~CPAs ~~by reference herein~~P.C. ~~The~~(“CBIZ”) ~~description of the Amendment contained herein and in the Proxy Statement is qualified in its entirety by reference to the full text of the~~as ~~Amendment,~~the ~~which~~Company’s isindependent ~~filed~~registered asaccounting ~~Exhibit 10~~firm.~~1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.~~

~~Item~~As ~~5.07~~previously ~~Submission~~disclosed, ofon ~~Matters~~April to24, a2025, ~~Vote~~in connection with the acquisition of ~~Security~~the ~~Holders~~attest business of Marcum LLP (“Marcum”) by CBIZ, the Company dismissed Marcum and engaged CBIZ as the Company’s independent public accounting firm.

OnFrom April 24, 2025 through June 1126, 2025, (i) there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the ~~Company~~related ~~held~~instructions) with CBIZ on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to CBIZ’s satisfaction, would have caused CBIZ to make reference to the subject matter of the disagreement in connection with its ~~Annual~~reports, ~~Meeting~~and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K., ~~All~~except ~~matters~~for ~~voted~~(i) ~~upon~~the atmaterial weakness relating to the ~~Annual~~design ~~Meeting~~of ~~were~~our ~~approved~~general information technology controls surrounding logical access, change management, and vendor application management, which was identified in connection with the ~~required~~Company’s ~~votes.~~preparation ~~The~~of ~~matters~~its financial statements for the for the year ended December 31, 2023 and ~~that~~remediated ~~were~~as ~~voted~~of ~~upon~~December at31, 2024, (ii) the ~~Annual~~material ~~Meeting~~weakness relating to the lack of properly designed controls to validate the accuracy and appropriateness of payables transactions and prevent the possibility of fraudulent or fictitious payments, which was identified in connection with the Company’s preparation of its financial statements for the year ended December 31, 2024, and (iii) the ~~number~~material weakness relating to our failure to design, implement and maintain effective controls over revenue recognized for certain contracts relating to the proper application of ~~votes~~Accounting ~~cast~~Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”), specifically our failure to maintain effective controls relating to accounting for orfixed ~~against~~minimum payments in contracts with variable revenues based on customer sales, aswhich ~~well~~was asidentified in connection with the ~~number~~Company’s preparation of ~~abstentions~~its ~~and~~financial ~~broker~~statements ~~non-votes~~for the year ended December 31, as2024, and which led to ~~each~~the ~~such~~restatement ~~matter~~of ~~are~~the ~~set~~Company’s ~~forth~~audited ~~below~~financial statements for the year ended December 31, 2023 and the unaudited financial statements for the quarterly periods ended March 31, 2023, June 30, 2023 and September 30, 2023. CBIZ did not issue any audit report during the period of its engagement.

1.In ~~Election~~accordance with Item 304(a)(3) of ~~two~~Regulation S-K, the Company provided CBIZ with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (2“SEC”) ~~Class~~and Irequested ~~Directors~~that CBIZ furnish it with a letter addressed to the SEC stating whether it agrees with the above statements in this Item 4.01(a). A copy of CBIZ’s letter, dated July 1, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

~~The~~(b) ~~following~~Appointment ~~two Class I director nominees were elected to serve as Class I directors~~ of ~~the~~New ~~Company,~~Independent ~~with~~Registered ~~the~~Public ~~following~~Accounting ~~votes tabulated:~~Firm

	For	Withheld	Broker Non-Vote
Stanley S. Trotman, Jr.	18,794,312	429,498	4,518,707
Kristiina Vuori, M.D., Ph.D.	18,790,390	433,420	4,518,707

On June 26, 2025, Audit Committee approved the engagement of BDO USA, P.C. (“BDO”) as the Company’s independent registered public accounting firm. BDO’s appointment will be for the Company’s fiscal year ending December 31, 2025, and related interim periods ending June 30, 2025 and September 30, 2025.

2.During ~~Amendment~~the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2023, and for the subsequent interim period through June 26, 2025, neither the Company nor anyone on its behalf consulted BDO regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the ~~2020~~type ~~Equity~~of ~~Incentive~~audit ~~Plan~~opinion that might be rendered on the consolidated financial statements of the Company, in connection with which neither a written report nor oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

~~The~~Item ~~amendment~~9.01. ofFinancial ~~the~~Statements ~~2020~~and ~~Equity Incentive Plan to increase the number of shares authorized for issuance by 4,000,000 shares was approved, with the following votes tabulated:~~Exhibits

For		Against		Abstain		Broker Non-Vote
18,849,353		347,213		27,244		4,518,707

(d) Exhibits:

3. Ratification of the appointment of CBIZ CPAS P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Exhibit No.		Description
16.1		Letter from CBIZ CPAs P.C. dated July 1, 2025.
104		Cover Page Interactive Date File (embedded within the Inline XBRL document).

The appointment of CBIZ CPAS P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified, with the following votes tabulated:

For		Against		Abstain		Broker Non-Vote
23,739,653		1,082		1,782		0

Item 9.01 Financial Statement and Exhibits

(d) Exhibits.

Exhibit Number		Description
10.1		Forian Inc. Second 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: July 1, 2025	FORIAN INC.
Dated: June 16, 2025	By:	/s/ Michael Vesey
	By:	/s/ Michael Vesey
	Name:	Michael Vesey
	Title:	Chief Financial Officer

Filing Compare · Forian Inc.