Forian Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:001-40146 FORIAN INC. (Exact name of registrant as specified in its charter) Delaware85-3467693(State of Other Jurisdiction of incorporation or Organization)(I.R.S. Employer Identification No.) 41 University Drive,Suite 400,Newtown,PA18940(Address of principal executive offices)(Zip code) Registrant’s telephone number, including area code: (267)225-6263 Securities registered pursuant to Section 12(b) of the Act: Name Of Each ExchangeOn Which Registered TheNasdaqStock Market LLC Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically; every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.0405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Act). Yes☐No☒ As of June 28, 2024 (last business day of the registrant’s most recently completed second fiscal quarter), the aggregate marketvalue of the registrant’s common stock held by non-affiliates of the registrant was approximately $42million based on the closing saleprice as reported on Nasdaq. Shares of voting stock held by each executive officer and director of the registrant, together with votingstock held by affiliates of the registrant’s executive officers and directors, have been excluded from this calculation given that suchpersons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusivedetermination for other purposes. As of April 9, 2025, there were31,193,563shares outstanding of the registrant’s common stock, including shares of unvestedrestricted stock. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement relating to the 2025 Annual Meeting of Stockholders are incorporated herein byreference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with theSecurities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2024. EXPLANANTORY NOTE Restatement of Previously Issued Consolidated Financial Statements On March 30, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Forian Inc.(“Forian” or the “Company”), based on the recommendation of, and after discussion with, the Company’s management andindependent registered p