Forian Inc. Debt Disclosure

Note 11 CONVERTIBLE NOTES

 

 

On September 1, 2021, the Company entered into a Note Purchase Agreement with certain accredited investors and a former director of the Company, pursuant to which the Company issued at 100% of par value $24,000,000 in aggregate principal balance of 3.5% Convertible Promissory Notes due September 1, 2025 (the “Notes”), convertible into (i) shares of Company common stock and (ii) warrants to purchase shares of Company common stock equal to 20% of the principal amount of the Notes divided by the conversion price of the Notes (the “Warrants”). The Notes matured on the fourth-year anniversary of the date of issuance, which was also the termination date of any Warrants. The conversion price of the Notes and the exercise price of the Warrants was $11.98 per share, which was the consolidated closing bid price of the Company common stock as reported by Nasdaq on August 31, 2021, the most recently completed trading day preceding the Company entering into the Note Purchase Agreement with investors with respect to the Notes. The holders of the Notes had the ability, at any time, to convert all or a portion of the Notes plus accrued interest (subject to a minimum principal amount of $100,000) at the conversion price. The Company had the ability to redeem all or a portion of any Notes then outstanding at any time after the first anniversary of issuance at a price of 112.5% of par value plus accrued interest. In the event of a change of control of the Company, the Company had the ability to redeem all Notes then outstanding at a price of 108% of par value plus accrued interest. Interest expense on the Notes was payable upon maturity or earlier redemption unless the Notes were converted prior to such time. In the event the holders of the Notes converted all or a portion of the Notes, the related accrued interest was converted at the conversion price. Interest expense related to the Notes was $138,796 and $703,600 for the years ended December 31, 2025 and 2024, respectively.

 

The Company evaluated the embedded features in accordance with ASC 815-15-25 and determined embedded features were all clearly and closely related to the debt host instrument and therefore were not required to be bifurcated and separately measured at fair value. The Warrants were not issued in connection with the Notes and issuance of the Warrants was contingent upon conversion of the Notes at the option of the Holder, therefore no portion of the proceeds were allocated to the Warrants.

The Company incurred debt issuance costs associated with the Notes in the amount of $21,330, which were deferred and were amortized over the term of the Notes. During the years ended December 31, 2025 and 2024, the Company recognized $3,555 and $5,333 in amortization of debt issuance costs, respectively, which is recognized in interest expense in the consolidated statements of operations.

 

On February 28, 2024, the Company redeemed $1,000,000 in principal and $87,356 of accrued interest thereon for an aggregate redemption price of $950,000 resulting in a gain of $137,356, which was included in other income and expense in the consolidated statements of operations.

 

On November 11, 2024, the Company redeemed $16,000,000 in principal amount and $1,794,110 of accrued interest thereon for an aggregate redemption price of $17,648,406 resulting in a gain of $145,703.

 

Upon maturity of the Notes on September 1, 2025, the Company repaid all outstanding principal and accrued interest on the Notes for an aggregate amount of $6,840,000.

 

The Company did not elect the fair value measurement option for the Notes. The estimated fair value of the Notes was $6,528,000 as of December 31, 2024.

 

The fair value of the Notes was calculated using the present value of the Notes and the estimated fair value of the conversion option calculated using the Black-Scholes model and the following Level 3 inputs: