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):  August 10, 2023

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 2.02
Results of Operations and Financial Condition

On August 10, 2023, Forian Inc. issued a press release announcing its financial results for the quarter ended June 30, 2023. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01
Financial Statements and Exhibits

(d)
Exhibits.

The Company hereby files or furnishes, as applicable, the following exhibits:

Exhibit No.
  
Description
     
 
Press Release, dated August 10, 2023 (furnished herewith)
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

2
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: August 10, 2023
By:
/s/ Edward Spaniel, Jr.
 
Name:
Edward Spaniel, Jr.
 
Title:
Executive Vice President, General Counsel and Secretary


3
Exhibit 99.1


Forian Inc.
Announces Second Quarter 2023 Financial Results

Second quarter revenue grew 36% year-over-year

Newtown, PA, August 10, 2023 (GLOBE NEWSWIRE) – via NewMediaWire – Forian Inc. (Nasdaq: FORA), a provider of data science driven information and analytics solutions to the healthcare and life sciences industries, today announced results for the quarter ended June 30, 2023.

“Forian’s commitment to delivering value to our customers and shareholders in a more challenging fiscal environment is evident from another quarter of operational and financial achievements. We continued to realize the benefits of our business streamlining, cost rationalization and operating leverage to reduce our cash burn while showing positive Adjusted EBITDA and keeping pace to meet our year-end revenue guidance,” stated Max Wygod, Chairman and Chief Executive Officer of Forian.

Second Quarter 2023 Financial Results

 
●
Forian delivered the following results for the second quarter of 2023:
   
Three Months Ended
June 30,
    
Period-
over-
  
   
2023
    
2022
    
Period %
  
   
Unaudited
    
Unaudited
    
Change
  
Total revenue
  
$
4,893,542
    
$
3,602,913
    
36%

                       
Loss from continuing operations, net of tax
  
$
(1,090,400
)
  
$
(4,008,132
)
  
73%

Loss from discontinued operations, net of tax
  
$
(32,426
)
  
$
(1,425,413
)
  
98%

Net Loss
  
$
(1,122,826
)
  
$
(5,433,545
)
  
79%

                       
Loss from continuing operations, net of tax per share – diluted
  
$
(0.03
)
  
$
(0.13
)
  
77%

Loss from discontinued operations, net of tax per share – diluted
  
$
(0.00
)
  
$
(0.04
)
  
100%

Loss per share – diluted
  
$
(0.03
)
  
$
(0.17
)
  
82%

                       
Adjusted EBITDA1 – continuing operations
  
$
67,059
    
$
(2,537,648
)
  
103%



●
Revenue for the quarter was $4.9 million, an increase of $1.3 million versus the prior year

●
Net loss from continuing operations for the quarter was $1.1 million, or $0.03 per share, compared to $4.0 million, or $0.13 per share, in the prior year

●
Adjusted EBITDA1 for the quarter was $0.1 million, compared to negative $2.5 million in the prior year

●
Cash, cash equivalents and marketable securities at June 30, 2023 totaled $41.2 million

Second Quarter 2023 Operational Highlights

 
●
Executed on our business plan, increasing our revenue while reducing costs
 
●
Strengthened our balance sheet in July 2023 with $5.9 million of cash proceeds from the sale of our minority equity interest in a healthcare software and analytics customer that was acquired

1 This release uses non-GAAP financial measures that are adjusted for the impact of various U.S. GAAP items. See the section titled “Non-GAAP Financial Measures” and the table entitled “Reconciliation of U.S. GAAP to Non-GAAP Financial Measures” below for details.

Quarterly Conference Call and Webcast

Forian will host a conference call and webcast at 4:30 p.m. ET on August 10, 2023 to discuss its financial results with the investment community. To register for the conference call, click here. The webcast will be available live at https://edge.media-server.com/mmc/p/bdrcwudf. This information is also available on our website at www.forian.com/investors. To be included on the Company’s email distribution list, please sign up at www.forian.com/investors.

About Forian
Forian provides a unique suite of data management capabilities and proprietary information and analytics solutions to optimize and measure operational, clinical and financial performance for customers within the traditional and emerging life sciences and healthcare payer and provider segments. For more information, please visit the Company’s website at www.forian.com.

Cautionary Statements Regarding Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, which may include GAAP and non-GAAP financial measures, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions and variations or negatives of these words. Forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees of future results, such as statements about future financial and operating results, company strategy and intended product offerings and market positioning. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, those risks and uncertainties associated with operations, strategy and goals, our ability to execute on our strategy and the additional risks and uncertainties set forth more fully under the caption “Risk Factors” in Forian’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 30, 2023, and elsewhere in Forian’s filings and reports with the SEC. Forward-looking statements contained in this release are made as of the date hereof, and we undertake no duty to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law.

Media and Investor Contact:
forian.com/investors
ir@forian.com
267-225-6263
SOURCE Forian Inc.

FORIAN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

     
June 30,
2023
      
December 31,
2022
   
   
(UNAUDITED)
        
ASSETS
            
Current assets:
            
Cash and cash equivalents
  
$
2,902,446
    
$
2,795,743
  
Marketable securities
    
38,344,436
      
17,396,487
  
Accounts receivable, net
    
3,839,828
      
1,809,028
  
Proceeds receivable from sale of discontinued operation, net
    
6,501,708
      
-
  
Contract assets
    
1,810,342
      
2,252,958
  
Prepaid expenses
    
968,130
      
835,786
  
Other assets
    
700,300
      
432,338
  
Current assets of discontinued operations
    
-
      
1,393,688
  
Total current assets
    
55,067,190
      
26,916,028
  
                 
Property and equipment, net
    
96,836
      
75,030
  
Right of use assets, net
    
20,836
      
32,560
  
Deposits and other assets
    
164,369
      
196,675
  
Non current assets of discontinued operations
    
-
      
19,037,874
  
Total assets
  
$
55,349,231
    
$
46,258,167
  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                
Current liabilities:
                
Accounts payable
  
$
921,542
    
$
316,105
  
Accrued expenses
    
4,824,236
      
3,766,789
  
Short-term operating lease liabilities
    
20,836
      
21,600
  
Warrant liability
    
2,053
      
4,547
  
Deferred revenues
    
3,262,763
      
2,581,287
  
Current liabilities of discontinued operations
    
-
      
1,662,247
  
Total current liabilities
    
9,031,430
      
8,352,575
  
                 
Long-term liabilities:
                
Long-term operating lease liabilities
    
-
      
10,960
  
Convertible notes payable, net of debt issuance costs ($6,000,000 in principal is held by a related party)
    
25,525,762
      
25,106,547
  
Non current liabilities of discontinued operations
    
-
      
365,609
  
Total long-term liabilities
    
25,525,762
      
25,483,116
  
                 
Total liabilities
    
34,557,192
      
33,835,691
  
                 
Commitments and contingencies
                
Stockholders' equity:
                
Preferred Stock; par value $0.001; 5,000,000 Shares authorized; 0 issued and outstanding as of June 30, 2023 and December 31, 2022
    
-
      
-
  
Common Stock; par value $0.001; 95,000,000 Shares authorized; 32,452,051 issued and outstanding as of June 30, 2023 and 32,251,326 issued and outstanding as of December 31, 2022
    
32,452
      
32,251
  
Additional paid-in capital
    
74,176,035
      
71,182,326
  
Accumulated deficit
    
(53,416,448
)
    
(58,792,101
)
Total stockholders' equity
    
20,792,039
      
12,422,476
  
Total liabilities and stockholders' equity
  
$
55,349,231
    
$
46,258,167
  

FORIAN INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

   
For the Three Months Ended June 30,
    
For the Six Months Ended June 30,
  
   
2023
    
2022
    
2023
    
2022
  
                         
Revenue
  
$
4,893,542
    
$
3,602,913
    
$
9,763,929
    
$
7,137,774
  
                                 
Costs and Expenses:
                                
Cost of revenue
    
1,276,712
      
1,271,402
      
2,528,927
      
2,514,432
  
Research and development
    
304,187
      
1,419,519
      
835,876
      
2,509,398
  
Sales and marketing
    
1,237,327
      
1,003,104
      
2,433,519
      
1,823,698
  
General and administrative
    
3,548,599
      
3,820,730
      
7,188,425
      
9,094,698
  
Separation expenses
    
-
      
-
      
599,832
      
5,417,043
  
Depreciation and amortization
    
15,257
      
16,334
      
53,687
      
31,683
  
Total costs and expenses
    
6,382,082
      
7,531,089
      
13,640,266
      
21,390,952
  
                                 
Loss From Continuing Operations
    
(1,488,540
)
    
(3,928,176
)
    
(3,876,337
)
    
(14,253,178
)
                                 
Other Income (Expense):
                                
Change in fair value of warrant liability
    
8,053
      
114,776
      
2,494
      
334,616
  
Interest and investment income
    
637,032
      
18,916
      
1,019,954
      
22,711
  
Interest expense
    
(210,758
)
    
(208,648
)
    
(419,214
)
    
(419,981
)
Total other income (expense), net
    
434,327
      
(74,956
)
    
603,234
      
(62,654
)
                                 
Net loss from continuing operations before income taxes
    
(1,054,213
)
    
(4,003,132
)
    
(3,273,103
)
    
(14,315,832
)
Income tax expense
    
(36,187
)
    
(5,000
)
    
(66,096
)
    
(10,000
)
Loss from continuing operations, net of tax
    
(1,090,400
)
    
(4,008,132
)
    
(3,339,199
)
    
(14,325,832
)
                                 
Loss from discontinued operations
    
-
      
(1,425,413
)
    
(94,427
)
    
(3,163,960
)
Gain on sale of discontinued operations
    
-
      
-
      
11,531,849
      
202,159
  
Income tax effect on discontinued operations
    
(32,426
)
    
-
      
(2,722,570
)
        
(Loss) Income from discontinued operations, net of tax
    
(32,426
)
    
(1,425,413
)
    
8,714,852
      
(2,961,801
)
Net (loss) income
    
(1,122,826
)
    
(5,433,545
)
    
5,375,653
      
(17,287,633
)
                                 
Net (loss) income per share
                                
Basic and diluted
                                
Continuing operations
  
$
(0.03
)
  
$
(0.13
)
  
$
(0.10
)
  
$
(0.45
)
Discontinued operations
  
$
(0.00
)
  
$
(0.04
)
  
$
0.27
    
$
(0.09
)
Net (loss) income per share - basic and diluted
  
$
(0.03
)
  
$
(0.17
)
  
$
0.17
    
$
(0.54
)
                                 
Weighted-average shares outstanding- basic and diluted:
    
32,260,992
      
31,984,208
      
32,369,904
      
31,921,761
  

FORIAN INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

   
For the Six Months Ended June 30,
  
   
2023
    
2022
  
CASH FLOWS FROM OPERATING ACTIVITIES:
            
Net income (loss)
  
$
5,375,653
    
$
(17,287,633
)
Less: Income (loss) from discontinued operations
    
8,714,852
      
(2,961,801
)
Loss from continuing operations
    
(3,339,199
)
    
(14,325,832
)
Adjustments to reconcile net loss to net cash used in operating activities:
                
Depreciation and amortization
    
53,687
      
31,683
  
Amortization on right of use asset
    
11,724
      
801
  
Amortization of debt issuance costs
    
2,667
      
2,666
  
Accrued interest on Convertible Notes
    
416,548
      
417,315
  
Amortization of discount - proceeds from sale of BioTrack
    
(245,041
)
    
-
  
Realized and unrealized gain on marketable securities
    
(767,533
)
    
(22,043
)
Stock-based compensation expense
    
3,368,575
      
8,988,172
  
Change in fair value of warrant liability
    
(2,494
)
    
(334,616
)
Change in operating assets and liabilities:
                
Accounts receivable
    
(2,030,800
)
    
(475,568
)
Contract assets
    
442,616
      
(689,281
)
Prepaid expenses
    
(132,344
)
    
(250,660
)
Changes in lease liabilities during the period
    
(11,724
)
    
(801
)
Deposits and other assets
    
(235,656
)
    
544,571
  
Accounts payable
    
605,437
      
200,371
  
Accrued expenses
    
(236,088
)
    
(266,399
)
Deferred revenues
    
681,476
      
1,793,532
  
Net cash used in operating activities - continuing operations
    
(1,418,149
)
    
(4,386,089
)
Net cash used in operating activities - discontinued operations
    
(59,075
)
    
(1,355,306
)
Net cash used in operating activities
    
(1,477,224
)
    
(5,741,395
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
                
Additions to property and equipment
    
(75,493
)
    
(45,367
)
Purchase of marketable securities
    
(61,573,237
)
    
(23,959,558
)
Sale of marketable securities
    
41,392,821
      
24,799,107
  
Cash from sale of discontinued operations
    
21,967,193
      
225,577
  
Net cash (used in) provided by investing activities - continuing operations
    
1,711,284
      
1,019,759
  
Net cash used in investing activities - discontinued operations
    
-
      
(1,654,163
)
Net cash used in investing activities
    
1,711,284
      
(634,404
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
                
Payments on notes payable and financing arrangements
    
-
      
(13,122
)
Payment of employee withholding tax related to restricted stock units
    
(127,357
)
    
(58,085
)
Net cash used in financing activities- continuing operations
    
(127,357
)
    
(71,207
)
Net cash used in financing activities
    
(127,357
)
    
(71,207
)
                 
Net change in cash
    
106,703
      
(6,447,006
)
                 
Cash and cash equivalents, beginning of period
    
2,795,743
      
17,938,490
  
                 
Cash and cash equivalents, end of period
  
$
2,902,446
    
$
11,491,484
  
                 
Supplemental disclosure of cash flow information
                
Cash paid for interest
  
$
-
    
$
-
  
Cash paid for taxes
  
$
1,423,000
    
$
2,550
  

Non-GAAP Financial Measures

In this press release, we have provided certain non-GAAP measures, which we define as financial information that has not been prepared in accordance with U.S. GAAP. The non-GAAP financial measure provided herein is earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”), which should be viewed as supplemental to, and not as an alternative for, net income or loss calculated in accordance with U.S. GAAP (referred to below as “net loss”).

Adjusted EBITDA is used by our management as an additional measure of our Company’s performance for purposes of business decision-making, including developing budgets, managing expenditures and evaluating potential acquisitions or divestitures. Period-to-period comparisons of Adjusted EBITDA help our management identify additional trends in our Company’s financial results that may not be shown solely by period-to-period comparisons of net income. In addition, we may use Adjusted EBITDA in the incentive compensation programs applicable to some of our employees in order to evaluate our Company’s performance. Our management recognizes that Adjusted EBITDA has inherent limitations because of the excluded items, particularly those items that are recurring in nature. In order to compensate for those limitations, management also reviews the specific items that are excluded from Adjusted EBITDA, but included in net income, as well as trends in those items.

We believe that the presentation of Adjusted EBITDA is useful to investors in their analysis of our results for reasons similar to the reasons why our management finds it useful and because it helps facilitate investor understanding of decisions made by management in light of the performance metrics used in making those decisions. In addition, as more fully described below, we believe that providing Adjusted EBITDA, together with a reconciliation of net loss to Adjusted EBITDA, helps investors make comparisons between our Company and other companies that may have different capital structures, different effective income tax rates and tax attributes, different capitalized asset values and/or different forms of employee compensation. However, Adjusted EBITDA is not intended as a substitute for comparisons based on net loss. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding U.S. GAAP measures provided by each company under applicable SEC rules.

The following is an explanation of the items excluded by us from Adjusted EBITDA but included in net loss:

 
•
Depreciation and Amortization. Depreciation and amortization expense is a non-cash expense relating to capital expenditures that are expensed on a straight-line basis over the estimated useful life of the related assets. We exclude depreciation and amortization expense from Adjusted EBITDA because we believe that (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Accordingly, we believe that this exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods.

 
•
Stock-Based Compensation Expense. Stock-based compensation expense is a non-cash expense arising from the grant of stock-based awards to employees. We believe that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period comparisons in our Company’s operating performance because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Stock-based compensation expense includes certain separation expenses related to the vesting of stock options. Effective February 10, 2023, the Company’s Chief Executive Officer, President and Class II member of the Board of Directors resigned. In connection with the resignation, the Company entered into a separation agreement providing for, among other things, accelerated vesting of 106,656 unvested restricted shares of the Company common stock. Stock based compensation expense for the six months ended June 30, 2023, includes $349,832 related to the accelerated vesting of stock. On March 2, 2022, we and the former chief executive officer and the former chief financial officer of Helix mutually agreed not to renew special advisor agreements. Per the terms of the agreements, options to purchase 366,166 shares of common stock continued to vest according to their original terms through March 2, 2023, and unvested stock options to purchase 732,332 shares of common stock were forfeited. The advisors were not required to perform services to the Company beyond the non-renewal date of March 2, 2022. As a result, we recorded $5,417,043 of stock compensation expenses during March 2022 related to the options that vested through the twelve months ending March 2, 2023. We believe that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between our Company’s operating performance and the operating performance of other companies that may use different forms of employee compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future.

 
•
Interest Expense. Interest expense is associated with the convertible notes entered into on September 1, 2021 in the amount of $24,000,000 (the “Notes”). The Notes are due on September 1, 2025 and accrue interest at an annual rate of 3.5%. We exclude interest expense from Adjusted EBITDA (i) because it is not directly attributable to the performance of our business operations and, accordingly, its exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that interest expense associated with the Notes will recur in future periods.

 
•
Investment Income. Investment income is associated with the level of marketable debt securities and other interest-bearing accounts in which we invest. Interest and investment income can vary over time due to a variety of financing transactions, changes in interest rates, cash used to fund operations and capital expenditures and acquisitions that we have entered into or may enter into in the future. We exclude interest and investment income from Adjusted EBITDA (i) because these items are not directly attributable to the performance of our business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that interest income will recur in future periods.

 
•
Other Items. We engage in other activities and transactions that can impact our net loss. In the periods being reported, these other items included (i) change in fair value of warrant liability which related to warrants assumed in the acquisition of Helix; and (ii) other income which consists of profits on marketable security investments. We exclude these other items from Adjusted EBITDA because we believe these activities or transactions are not directly attributable to the performance of our business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that some of these other items may recur in future periods.

 
•
Severance expenses. Effective February 10, 2023, the Company’s Chief Executive Officer, President and Class II member of the Board of Directors resigned. In connection with the resignation, the Company entered into a separation agreement providing for, among other things, (i) salary continuation for twelve months and (ii) accelerated vesting of 106,656 unvested restricted shares of the Company common stock. Severance expenses for the six months ended June 30, 2023 includes $250,000 related to the salary continuation. We exclude these other items from Adjusted EBITDA because we believe these costs are not recurring and not directly attributable to the performance of our business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance. In addition, the Company records normal course of business severance expenses in the operating expense line item related to the employee’s activities.

 
•
Income tax expense. We exclude the income tax expense from Adjusted EBITDA (i) because we believe that the income tax expense is not directly attributable to the underlying performance of our business operations and, accordingly, its exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different tax attributes.

There are limitations to using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with U.S. GAAP and may be different from non-GAAP financial measures provided by other companies.

The non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact upon our reported financial results. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which items are adjusted to calculate our non-GAAP financial measures. We compensate for these limitations by analyzing current and future results on a U.S. GAAP basis as well as a non-GAAP basis and also by providing U.S. GAAP measures in our public disclosures.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure to evaluate our business and to view our non-GAAP financial measures in conjunction with the most directly comparable U.S. GAAP financial measures.

The following table reconciles the specific items excluded from U.S. GAAP metrics in the calculation of non-GAAP metrics for the periods shown below:

FORIAN INC.
RECONCILIATION OF US GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED)

   
For the Three Months Ended June 30,
    
For the Six Months Ended June 30,
  
   
2023
    
2022
    
2023
    
2022
  
                         
Total revenue
  
$
4,893,542
    
$
3,602,913
    
$
9,763,929
    
$
7,137,774
  
                                 
Net loss from continuing operations
  
$
(1,090,400
)
  
$
(4,008,132
)
  
$
(3,339,199
)
  
$
(14,325,832
)
                                 
Depreciation and amortization
    
15,257
      
16,334
      
53,687
      
31,683
  
Stock based compensation expense
    
1,540,342
      
1,374,194
      
3,368,575
      
8,988,172
  
Change in fair value of warrant liability
    
(8,053
)
    
(114,776
)
    
(2,494
)
    
(334,616
)
Interest and investment income (expense)
    
(637,032
)
    
(18,916
)
    
(1,019,954
)
    
(22,711
)
Interest expense
    
210,758
      
208,648
      
419,214
      
419,981
  
Severance expense
    
-
      
-
      
250,000
      
-
  
Income tax expense
    
36,187
      
5,000
      
66,096
      
10,000
  
                                 
Adjusted EBITDA – continuing operations
  
$
67,059
    
$
(2,537,648
)
  
$
(204,075
)
  
$
(5,233,323
)


v3.23.2
Document and Entity Information
Aug. 10, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 10, 2023
Entity File Number 001-40146
Entity Registrant Name FORIAN INC.
Entity Central Index Key 0001829280
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 85-3467693
Entity Address, Address Line One 41 University Drive
Entity Address, Address Line Two Suite 400
Entity Address, City or Town Newtown
Entity Address, State or Province PA
Entity Address, Postal Zip Code 18940
City Area Code 267
Local Phone Number 225-6263
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol FORA
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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