Statement of Changes in Beneficial Ownership (4)
September 03 2021 - 4:18PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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WYGOD MARTIN J |
2. Issuer Name and Ticker or Trading Symbol
Forian Inc.
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FORA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FORIAN INC., 41 UNIVERSITY DRIVE, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/1/2021 |
(Street)
NEWTOWN, PA 18940
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
3.5% Convertible Note due 2025 | $11.98 | 9/1/2021 | | A (1) | | $6000000 | | 9/1/2021 | 9/1/2025 | Common Stock | 500834 (2) | $6000000 | $6000000 | D | |
Explanation of Responses: |
(1) | On September 1, 2021, the reporting person purchased a $6,000,000 convertible promissory note (the "Note") in a private placement by Forian Inc. (the "Issuer"). At the election of the reporting person, all principal and accrued interest under the Note may be converted into the Issuer's common stock. If and when the Note is converted, the reporting person is entitled to receive, in addition to shares of common stock, a warrant to purchase shares of common stock equal to 20% of the principal amount of the Note converted (the "Warrant"). The Warrant will terminate on September 1, 2025, regardless of when or if it is issued. The exercise price of the Warrant is $11.98 per share. |
(2) | Excludes shares issuable at the election of the reporting person upon conversion of accrued interest into shares of common stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
WYGOD MARTIN J C/O FORIAN INC. 41 UNIVERSITY DRIVE, SUITE 400 NEWTOWN, PA 18940 | X |
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Signatures
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/s/ Edward Spaniel, Jr., Attorney-in-Fact | | 9/3/2021 |
**Signature of Reporting Person | Date |
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