As filed with
the Securities and Exchange Commission on November 18, 2022
Registration No.
333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
FORIAN
INC.
(Exact name of
registrant as specified in its charter)
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Delaware
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85-3467693
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification
Number)
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41 University
Drive, Suite 400
Newtown, PA
18940
(Address of principal executive
offices, Zip Code)
Forian Inc.
2020 Equity Incentive Plan
(Full title of the plan)
Edward F.
Spaniel, Jr.
Executive Vice
President – General Counsel
Forian
Inc.
41 University
Drive, Suite 400
Newtown, PA
18940
(267)
225-6263
(Name, address and telephone
number of agent for service)
Copies
to:
Darrick M. Mix,
Esq.
Justin A.
Santarosa, Esq.
Duane Morris
LLP
30 South 17th
Street
Philadelphia,
PA 19103
(215)
979-1227
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated filer
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☒
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Smaller
reporting company
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☒
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Emerging
growth company
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☒
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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 to
Section 7(a)(2)(B) of the Securities Act. ☐
Forian Inc. (the
“Registrant”) has filed this registration statement on form S-8
(this “Registration Statement”) to register under the Securities
Act of 1933, as amended (the “Securities Act”), the offer and sale
of 2,400,000 shares of the Registrant’s common stock, par value
$0.001 per share (the “Common Stock”), not previously registered,
pursuant to the Forian Inc. 2020 Equity Incentive Plan (the “2020
Plan”). Such shares are being registered in addition to the Common
Stock previously registered for issuance on the Registrant’s
Registration Statement on Form S-8 concerning the 2020 Plan filed
with the U.S. Securities and Exchange Commission (the “Commission”)
on March 5, 2021 (Registration No. 333-253938) (the “Prior
Registration Statement”).
The Board of
Directors of the Registrant authorized the registration of an
additional 2,400,000 shares of Common Stock under the 2020 Plan,
subject to stockholder approval. In accordance with Instruction E
to the General Instructions to Form S-8, the Registrant is
registering the additional 2,400,000 shares of Common Stock which
may, following approval of the 2020 Plan by the Registrant’s
stockholders, which occurred on June 15, 2022, be offered and sold
under the 2020 Plan pursuant to this Registration Statement, and
the contents of the Prior Registration Statement are incorporated
by reference herein except to the extent supplemented, amended or
superseded by the information set forth herein.
PART I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item
1 and Item 2 of Part I of Form S-8 is omitted from this
Registration Statement on Form S-8 (the “Registration Statement”)
in accordance with the provisions of Rule 428 under the Securities
Act of 1933, as amended (the “Securities Act”), and the
introductory note to Part I of Form S-8. The documents containing
the information specified in Part I of Form S-8 will be delivered
to the participants in the respective plans. Such documents are not
required to be, and are not, filed with the Securities and Exchange
Commission (the “Commission”) either as part of this Registration
Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 under the Securities Act.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. |
Incorporation of Documents by
Reference.
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The following documents filed
with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the “Exchange Act”), are incorporated into this
Registration Statement by reference:
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(b) |
The Registrant’s
Quarterly Reports on Form 10-Q for the quarter ended March 31,
2022, filed with the Commission on May 13, 2022, for the
quarter ended June 30, 2022, filed with the Commission on
August 12, 2022, and for the
quarter ended September 30, 2022, filed with the Commission on
November 14, 2022; |
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(d) |
The description of the Registrant’s Common Stock contained in
the Company’s Registration Statement on
Form 8-A (File No. 001-40146) filed with the Commission on
March 2, 2021, pursuant to Section 12(b) of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description. |
In addition,
all documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof, but
prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered
hereby have been sold or that deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of such documents. Notwithstanding the foregoing,
unless specifically stated to the contrary in such filing, none of
the information that the Registrant discloses under Items 2.02 or
7.01 of any Current Report on Form 8-K that it may from time to
time furnish to the Commission will be incorporated by reference
into, or otherwise be included in or deemed to be a part of, this
Registration Statement.
For purposes of
this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to
the extent that a subsequently filed document or a statement
contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated herein by reference
modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement. Subject to the foregoing, all
information in this Registration Statement is so qualified in its
entirety by the information appearing in the documents incorporated
herein by reference.
The following Exhibits are filed as part of this Registration
Statement:
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Exhibit
No.
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Description
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Certificate of Incorporation of
the Registrant (Incorporated by reference to Exhibit 3.1 to Form
S-4 filed on November 24, 2020, as amended on December 31, 2020,
January 19, 2021, February 1, 2021 and February 9, 2021).
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Bylaws of the Registrant
(Incorporated by reference to Exhibit 3.2 to Form S-4 filed on
November 24, 2020, as amended on December 31, 2020, January 19,
2021, February 1, 2021 and February 9, 2021).
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Forian Inc. 2020 Equity Incentive
Plan.
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Opinion of Duane Morris LLP regarding the legality of the
securities being registered.
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Consent of Marcum LLP.
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Consent of Duane Morris LLP (included in Exhibit 5.1).
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Power of Attorney (included on the signature page of this
Registration Statement).
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Forian Inc. First Amendment to 2020 Equity Incentive Plan
(Incorporated by reference to Exhibit 10.1 to Form 8-K filed on
June 21, 2022).
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Calculation of Filing Fee Table
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(a) |
The undersigned Registrant hereby
undertakes:
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(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the effective
Registration Statement;
(iii) To
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That,
for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide
offering thereof.
(3) To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b)
The undersigned Registrant
hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c)
Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
Pursuant to
the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newtown,
State of Pennsylvania, on November 18, 2022.
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FORIAN INC.
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By:
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/s/ Daniel Barton
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Name: Daniel Barton
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Title: Chief Executive Officer
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POWER OF
ATTORNEY
We, the
undersigned officers and directors of Forian Inc. (the “Company”),
hereby constitute and appoint Max Wygod and Daniel Barton, and each
of them, his or her true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and any
registration statement relating to the offering covered by this
Registration Statement and filed pursuant to Rule 462 under the
Securities Act, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact
and agents or their substitute or substitutes may lawfully so or
cause to be done by virtue hereof.
Pursuant to
the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Daniel Barton
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Chief Executive Officer and
Director
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November 18, 2022
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Daniel Barton
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(Principal Executive
Officer)
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/s/ Michael Vesey
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Chief Financial Officer
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November 18, 2022
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Michael Vesey
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(Principal Financial Officer and
Principal Accounting Officer)
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/s/ Max Wygod
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Executive Chairman
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November 18, 2022
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Max Wygod
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/s/ Mark J. Adler, M.D.
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Director
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November 18, 2022
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Mark J. Adler, M.D.
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/s/ Ian G. Banwell
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Director
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November 18, 2022
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Ian G. Banwell
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/s/ Adam Dublin
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Director and Chief Strategy
Officer
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November 18, 2022
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Adam Dublin
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/s/ Jennifer Hajj
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Director
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November 18, 2022
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Jennifer Hajj
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/s/ Shahir Kassam-Adams
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Director
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November 18, 2022
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Shahir Kassam-Adams
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/s/ Stanley S. Trotman, Jr.
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Director
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November 18, 2022
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Stanley S. Trotman, Jr.
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/s/ Alyssa F. Varadhan
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Director
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November 18, 2022
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Alyssa F. Varadhan
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/s/ Kristiina Vuori, M.D.
Ph.D.
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Director
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November 18, 2022
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Kristiina Vuori, M.D.,
Ph.D.
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/s/ Martin Wygod
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Director
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November 18, 2022
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Martin Wygod
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