8-K/A - FORA - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 31, 2024

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
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(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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act<br> (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which<br><br> <br>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. ☐

Explanatory Note

On November 6, 2024, Forian Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission to report under Items 1.01 and 2.01 thereof the Company’s acquisition of Kyber Data Science LLC (“Kyber”) on October 31, 2024 (the “Transaction”).

This Amendment No. 1 on Form 8-K/A amends the Original Report to include the consolidated financial statements of Kyber as required under Item 9.01(a) of Form 8-K and the pro forma financial information as required under and Item 9.01(b) of Form 8-K, which were not included in the Original Report. No other amendments to the Original Report are being made by this Amendment No. 1.

The unaudited pro forma condensed combined financial statements in this Amendment No. 1 have been presented for informational purposes only, as required by Form 8-K in accordance with Article 11 of Regulation S-X, and are not intended to represent or to be indicative of the income or financial position that the Company would have reported had the Transaction been completed as of the dates set forth in the unaudited pro forma condensed combined financial statements due to various factors. The unaudited pro forma condensed combined statement of financial position does not purport to represent the future financial position of the Company and the unaudited pro forma condensed combined statements of operations do not purport to represent the future results of operations of the Company.

Item 9.01	Financial Statements and Exhibits
(a)	Financial Statements of Business Acquired.<br><br> <br><br><br> <br>The audited consolidated financial statements of Kyber as of and for the year ended December 31, 2023, and the notes related thereto, are filed<br> with this Current Report on Form 8-K/A as Exhibit 99.1 and incorporated herein. The consent of Ernst & Young LLP, the independent auditor of Kyber, is attached hereto as Exhibit 23.1 to this Current Report on Form 8-K/A.<br><br> <br><br><br> <br>The unaudited consolidated financial statements of Kyber as of and for the nine months ended September 30, 2024, and the notes related thereto,<br> are filed with this Current Report on Form 8-K/A as Exhibit 99.2 and incorporated herein.
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(b)	Pro Forma Financial Information<br><br> <br><br><br> <br>The unaudited pro forma condensed combined financial statements of the Company and Kyber as of and for the nine months ended September 30, 2024,<br> and as of and for the year ended December 31, 2023, and the notes related thereto, each giving effect to the Transaction, are filed with this Current Report on Form 8-K/A as Exhibit 99.3 and incorporated herein.
(d)	Exhibits

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

Exhibit No.	Description
23.1	Consent of Ernst & Young LLP
99.1	Audited consolidated financial statements of Kyber Data Science LLC as of and for the year ended December 31, 2023, and the notes related thereto.
99.2	Unaudited consolidated financial statements of Kyber Data Science LLC as of and for the nine months ended September 30, 2024, and the noted related thereto.
99.3	Unaudited pro forma condensed combined financial statements of the Company and Kyber as of and for the nine months ended September 30, 2024, and as and for the year ended December 31, 2023, and the notes related<br> thereto.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 16, 2025	By:	/s/ Edward Spaniel, Jr.
	Name:	Edward Spaniel, Jr.
	Title:	Executive Vice President, General Counsel and Secretary

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in Registration Statement Nos. 333-268470 and 333-253938 on Forms S-8 of Forian Inc. of our report dated January 16, 2025, relating to the consolidated financial statements of Kyber Data Science LLC as of and for the year ended December 31, 2023 appearing in this Current Report on Form 8-K/A of Forian Inc.

/s/ Ernst & Young LLP

January 16, 2025

Exhibit 99.1

Kyber Data Science LLC

Consolidated Financial Statements

December 31, 2023

Kyber Data Science LLC<br><br> <br>Contents<br><br> <br>As of December 31, 2023
	Page(s)
---	---
Report of Independent Auditors	1-2
Consolidated Financial Statements
Consolidated Balance Sheet	3
Consolidated Statement of Operations	4
Consolidated Statement of Changes in Members' Equity	5
Consolidated Statement of Cash Flows	6
Notes to Consolidated Financial Statements	7-13

Report of Independent Auditors

To the Stockholder of Cowen Inc.:

Opinion

We have audited the consolidated financial statements of Kyber Data Science LLC (the Company), which comprise the consolidated balance sheet as of December 31, 2023, and the related consolidated statements of operations, changes in members’ equity and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•	Exercise professional judgment and maintain professional skepticism throughout the audit.
•	Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those<br> risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
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•	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of<br> expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
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•	Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall<br> presentation of the financial statements.
•	Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going<br> concern for a reasonable period of time.
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We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

January 16, 2025

Kyber Data Science LLC<br><br> <br>Consolidated Balance Sheet<br><br> <br>December 31, 2023<br><br> <br>(In thousands of dollars)
Assets
---	---	---
Cash	4,424
Receivable from customers	515
Intangible assets, net of accumulated amortization of 4,266	8,618
Other assets	724
Total assets	14,281
Liabilities and members' equity
Liabilities
Compensation payable	1,928
Payable to affiliates	39,560
Accrued expenses and other liabilities	1,399
Total liabilities	42,887
Members' equity	(28,606	)
Total liabilities and members' equity	14,281

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

Kyber Data Science LLC<br><br> <br>Consolidated Statement of Operations<br><br> <br>For the Year Ended December 31, 2023<br><br> <br>(In thousands of dollars)
Revenues
---	---	---	---
Research fees	$	4,160
Interest income		6
Total revenues	$	4,166
Expenses
Employee compensation and benefits	$	10,511
Professional, advisory, and other fees		768
Service fees		1,791
Communications		346
Occupancy and equipment		526
Depreciation and amortization		2,011
Client services and business development		116
Other expenses		411 411
Interest expense		6
Total expenses	$	16,486
Net loss	$	(12,320	)

The accompanying notes are an integral part of these consolidated financial statements.

Kyber Data Science LLC<br><br> <br>Consolidated Statement of Changes in Members' Equity<br><br> <br>For the Year Ended December 31, 2023<br><br> <br>(In thousands of dollars)
	Members' Equity
---	---	---	---
Members' equity at December 31, 2022	$	(21,536	)
Capital contributions from Parent		5,250
Net loss		(12,320	)
Members' equity at December 31, 2023	$	(28,606	)

The accompanying notes are an integral part of these consolidated financial statements.

Kyber Data Science LLC<br><br> <br>Consolidated Statement of Cash Flows<br><br> <br>For the Year Ended December 31, 2023<br><br> <br>(In thousands of dollars)
Cash flows used in operating activities:
---	---	---	---
Net income (loss)	$	(12,320	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization of intangible assets:		1,940
(Increase) decrease in operating assets:
Receivable from customers		(3	)
Other assets		(85	)
Increase (decrease) in operating liabilities:
Compensation Payable		79
Payable to affiliates		12,219
Accrued expenses and other liabilities		839
Net cash used in operating activities		2,669
Cash flows from investing activities:
Capitalization of intangible assets		(3,515	)
Net cash used in investing activities		(3,515	)
Cash flows from financing activities:
Capital Contribution from Parent		5,250
Net cash provided by financing activities		5,250
Net increase in cash
Change in cash		4,404
Cash, beginning of year		20
Cash, end of year	$	4,424

The accompanying notes are an integral part of these consolidated financial statements.

Kyber Data Science LLC<br><br> <br>Notes to Consolidated Financial Statements<br><br> <br>December 31, 2023<br><br> <br>(In thousands of dollars, except where noted)

Organization and Business

Kyber Data Science LLC (the “Company”) was formed January 22, 2018, as a Delaware limited liability company. The Company is a majority-owned subsidiary of Cowen Inc. ("Parent"). On March 1, 2023 (the "Acquisition Date"), Cowen Inc. and its consolidated subsidiaries, including the Company, became indirectly wholly owned subsidiaries of The Toronto-Dominion Bank (the "Bank"), a bank chartered under the Bank Act (Canada).

The Company is an advanced healthcare data company that offers analytical tools to help healthcare investors make better portfolio decisions. The Company delivers enriched, real-world healthcare insights to help investors understand U.S. market forces, as they are unfolding, across complex points of care and payment. The Company’s clients include banks, investment managers, hedge funds, corporations, plan sponsors, broker-dealers, family offices, and financial intermediaries.

Significant Accounting Policies

Basis of Presentation

The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") as promulgated by the Financial Accounting Standards Board through the Accounting Standards Codification ("ASC") as the source of authoritative accounting principles in the preparation of the accompanying consolidated financial statements.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Kyber Survey Data LLC (d/b/a Kyber Data Science), Kyber Data Sub LLC, Kyber Health Data LLC and Kyber Aesthetic Data LLC. All intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with US GAAP requires management of the Company to make estimates and assumptions the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the accompanying consolidated financial statements, as well as the accounting for identifiable intangible assets and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

Kyber Data Science LLC<br><br> <br>Notes to Consolidated Financial Statements<br><br> <br>December 31, 2023<br><br> <br>(In thousands of dollars, except where noted)

Revenue Recognition

Revenue from Contracts with Customers

The Company's revenue from contracts with customers includes research fees. The Company recognizes these revenues in accordance with ASC Topic 606, Revenue from Contracts with Customers, which requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company follows a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, the Company includes variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. Significant judgments are required in the application of the five-step model including; when determining whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company’s progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. The following is a description of the Company's principal revenue-generating activity:

Research Fees

The Company earns research fees primarily from fees from providing access to its proprietary healthcare data on a subscription and bespoke basis to customers to utilize in their healthcare investment research.

Subscription based research fees are billed upon the client signing a subscription agreement and are recorded in other assets as prepaid data services. The Company recognizes the research fees ratably throughout the subscription period.

Bespoke research fees are related to specific data services requested by customers. The Company records bespoke research fees at the point in time when the services for the transactions are completed under the terms of each assignment or engagement.

Cash

Cash consists of cash held on deposit with one U.S. financial institution.

Receivables from Customers

Receivables from customers primarily include amounts owed by customers for subscription services provided by the Company.

Intangible Assets

Intangible assets with finite lives are amortized over their estimated average useful lives. The Company does not have any intangible assets deemed to have indefinite lives. Intangible assets are tested for potential impairment whenever events or changes in circumstances suggest that an asset or asset group's carrying value may not be fully recoverable. An impairment loss, calculated as the difference between the estimated fair value and the carrying value of an asset or asset group, is recognized if the sum of the estimated undiscounted cash flows from the use or disposition of the asset or asset group is less than the corresponding carrying value. The Company continually monitors the estimated average useful lives of existing intangible assets.

Please refer to Note 7, "Intangible Assets" for additional information and disclosures.

Kyber Data Science LLC<br><br> <br>Notes to Consolidated Financial Statements<br><br> <br>December 31, 2023<br><br> <br>(In thousands of dollars, except where noted)

Income Taxes

The Company is a Limited Liability Company that is treated as a Partnership for federal and state income tax purposes. The Company has not elected to be taxed as a C Corporation. The Company issues a K-1 to Cowen, Inc. based on Cowen’s ownership percentage in the Company. Cowen, Inc, a wholly owned subsidiary of Toronto Dominion Holdings USA, Inc, elected not to allocate the consolidated amount of current and deferred tax expenses to Kyber Data Science LLC. The Company itself is subject to the NYC unincorporated business tax. As of December 31, 2023, deferred tax assets of $1,330,024 have been recognized to reflect the future tax benefits primarily attributable to historical net operating losses. Based on all available evidence the Company has concluded that it is not more likely than not that these deferred tax benefits will be realized and as such has recorded a full valuation allowance against the deferred tax asset as of December 31, 2023.

Other Assets

Other assets consist of prepaid data service fees paid by the Company under a subscription agreement.

Compensation Payable

Compensation payable includes accruals for estimated discretionary cash bonuses. Annual incentive compensation is variable, and the amount paid is generally based on a combination of employees' performance, their contribution to their business, and the Company's performance.

Payable to Affiliates

Payable to affiliates are presented net on the balance sheet, pursuant to a netting agreement in place between the Company and its affiliates and per the agreement is settled net with Cowen Services Company, LLC ("CSC"). These amounts settle in the ordinary course of business.

Please refer to Note 6, "Related Party Transactions" for additional information and disclosures.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities primarily consist of deferred income related to customer contracts that have not been recognized, professional fees payable and sales tax payable.

Recent Accounting Pronouncements

There are no recently issued or recently adopted pronouncements that are expected to have a material impact on the Company's financial statements.

Kyber Data Science LLC<br><br> <br>Notes to Consolidated Financial Statements<br><br> <br>December 31, 2023<br><br> <br>(In thousands of dollars, except where noted)

Revenue from Contracts with Customers

The following table presents revenues from contracts with customers disaggregated by fee type:

	As of December 31, 2023
Research fees
Subscription research fees	$	4,145
Bespoke research fees		15
Total research fees		4,160
Total revenue from contracts with customers	$	4,160

Members' equity

Included in the members' equity are Class A Voting Common Units ("Class A – Common"), Series A Convertible Preferred Units ("Series A – Convertible Preferred") and Class B Non-Voting Common Units ("Class B – Common") (collectively, the "units"). Units are issued to members in exchange for contributed capital and/or as a performance incentive.

Each Class A Voting Common Unit is entitled to one (1) vote and each Series A Convertible Preferred Unit is entitled to one (1) vote for each Class A Voting Common Unit into which such Series A Convertible Preferred Unit could then be converted.

Class B Non-Voting Common Unit awards are subject to time-based and performance-based vesting criteria. Vesting accelerates upon the Sale of the Company (defined in Class B Non-Voting Common Unit Award Agreement). All Class B Non-Voting Common Units are subject to a $25,000,000 participation hurdle, in which holders of the Class B Non-Voting will not participate in distributions from the Company until the proceeds of a Sale of the Company exceed $25,000,000.

Each Series A Convertible Preferred Unit is convertible at any time at the option of the unitholder into such number of Class A Voting Common Units as is determined by dividing the Series A Liquidation Preference by the Series A Conversion Price in effect at the time of conversion. Each Series A Convertible Preferred Unit shall automatically be converted into such number of Class A Voting Common Units as is determined by dividing the Series A Liquidation Preference by the Series A Conversion Price in effect at the time of conversion upon the date specified by written consent of sixty-six and two-thirds percent (66 2/3%) of the issued and outstanding Series A Convertible Preferred Units. The Series A Conversion Price shall be subject to adjustment as provided in the Third Amended and Restated Limited Liability Company Agreement dated July 2023.

As of December 31, 2023, members' equity is composed of the following:

Class A - Common	$	(10,720	)
Series A - Convertible Preferred		(18,136	)
Class B - Common		—
Total Members' Equity	$	(28,856	)

Kyber Data Science LLC<br><br> <br>Notes to Consolidated Financial Statements<br><br> <br>December 31, 2023<br><br> <br>(In thousands of dollars, except where noted)

Commitments and Contingencies

Commitments

The Company has entered into a perpetual licensing agreement with a third-party data supplier to license healthcare and medical claim data that will form part of the product offered to clients. As of December 31, 2023, the Company's annual minimum guaranteed payments are $2,232,262 for the year ended December 31, 2024.

Contingencies

In the ordinary course of business, the Company and its affiliates and current and former officers, directors and employees (the "Company and Related Parties") can be named as defendants in, or as parties to, various legal actions and proceedings. Certain of these actions and proceedings assert claims or seek relief in connection with alleged violations of securities, banking, anti-fraud, anti-money laundering, employment and other statutory and common laws. Certain of these actual or threatened legal actions and proceedings may include claims for substantial or indeterminate compensatory or punitive damages, or for injunctive relief.

The Company seeks to resolve all litigation matters in the manner management believes is in the best interests of the Company, and contests liability, allegations of wrongdoing and, where applicable, the amount of damages or scope of any penalties or other relief sought as appropriate in each pending matter. For many legal and regulatory matters, the Company is unable to estimate a range of reasonably possible loss.

In accordance with US GAAP, the Company establishes reserves for contingencies when the Company believes that it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. The Company discloses a contingency if there is at least a reasonable possibility that a loss may have been incurred and there is no reserve for the loss because the conditions above are not met. The Company's disclosure would include an estimate of the reasonably possible loss or range of loss for those matters, for which an estimate can be made. Neither a reserve nor disclosure is required for losses that are deemed remote.

The Company has not established any reserves as of December 31, 2023, since in the opinion of management, the likelihood of liability is not probable nor reasonably estimable.

Related Party Transactions

Support Arrangements

The Company previously entered into a service level agreement with CSC, in which the employment of certain of the Company's employees was assigned and transferred to CSC. Under this agreement, CSC is responsible for the compensation-related payments to these employees for their performance of services provided to the Company and the Company reimburses CSC, recording the related amounts payable to CSC in Payables to related parties on the statement of financial condition. CSC also agreed to provide certain administrative and other support services to the Company. All direct and indirect expenses are paid by CSC or other affiliates through an expense sharing agreement. Indirect expenses are allocated based on time, usage and/or headcount.

Kyber Data Science LLC<br><br> <br>Notes to Consolidated Financial Statements<br><br> <br>December 31, 2023<br><br> <br>(In thousands of dollars, except where noted)

In the normal course of business, the Company enters into transactions with CSC to provide support services for daily operations.

Balances with related parties included in the statement of financial condition are as follows:

	December 31, 2023
Liabilities
Payables:
Payable to affiliates	$	39,560

Revenues and indirect expenses with related parties included in the statement of operations are as follows:

Revenues	As of December 31, 2023
Interest income	$	6

Indirect expenses charged from related parties for the year ended December 31, 2023, are included in the statement of operations under the following captions:


Interest expense		5
Employee compensation and benefits		3,006
Professional, advisory, and other fees		247
Service fees		35
Communications		26
Occupancy and Equipment		181
Depreciation and amortization		59
Client services and business development		22
Other expenses		211

All values are in US Dollars.

On July 31^st^, 2023, the Parent issued a capital contribution in the amount of $5,250,000.

Intangible Assets

The Company has recognized intangible assets related to its perpetual licensing agreement with a third-party data supplier and has purchased other data and made enhancements to its suite of products and, accordingly, has recognized intangible assets on the Balance Sheet as follows:

Kyber Data Science LLC<br><br> <br>Notes to Consolidated Financial Statements<br><br> <br>December 31, 2023<br><br> <br>(In thousands of dollars, except where noted)
Intangible Assets, December 31, 2022	$	7,043
---	---	---	---
Intangible Assets Capitalized during 2023		3,515
Amortization – Intangible Assets during 2023		(1,940	)
Intangible Assets, December 31, 2023	$	8,618

The estimated remaining useful life for these intangible assets is six years.

	Year Ended December 31,
	2024		2025		2026		2027		2028		Thereafter
Estimated Amortization Expense of Intellectual<br><br> <br>Property Intangibles		2,123		2,123		2,123		1,175		859		215

Subsequent Events

The Company has evaluated events through January 16, 2025, the date the consolidated financial statements were issued and has determined that there were no subsequent events requiring adjustment to the consolidated financial statements.

On January 31, 2024, and September 30, 2024, amounts due to the Parent of $5,897,780 and $5,227,025, respectively, were converted to equity contributions.

On October 31, 2024, the members of the Company approved the Membership Interest Assignment Agreement assigning all remaining interests in the Company to Forian Inc. effective as of October 31, 2024.

Exhibit 99.2

Kyber Data Science LLC

Consolidated Financial Statements (unaudited)

September 30, 2024

Kyber Data Science LLC

Contents

As of September 30, 2024

	Page(s)
Consolidated Financial Statements
Consolidated Balance Sheet (unaudited)	1
Consolidated Statement of Operations (unaudited)	2
Consolidated Statement of Changes in Members’ Equity (unaudited)	3
Consolidated Statement of Cash Flows (unaudited)	4
Notes to Consolidated Financial Statements (unaudited)	5-11

Kyber Data Science LLC

Consolidated Balance Sheet (unaudited)

September 30, 2024

(In thousands of dollars)

Assets
Cash	6,899
Receivable from customers	665
Intangible assets, net of accumulated amortization of 6,077	8,607
Other assets	12
Total assets	16,183
Liabilities and members’ equity
Liabilities
Compensation payable	1,677
Payable to affiliates	38,458
Accrued expenses and other liabilities	1,988
Total liabilities	42,123
Members’ equity	(25,940	)
Total liabilities and members’ equity	16,183

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

Kyber Data Science LLC

Consolidated Statement of Operations (unaudited) For the Nine Months Ended September 30, 2024

(In thousands of dollars)

Revenues
Research fees	$	3,429
Total revenues	$	3,429
Expenses
Employee compensation and benefits	$	7,012
Professional, advisory, and other fees		569
Service fees		1,513
Communications		202
Occupancy and equipment		46
Amortization		1,811
Client services and business development		56
Other expenses		429
Total expenses	$	11,638
Net loss	$	(8,209	)

The accompanying notes are an integral part of these consolidated financial statements.

Kyber Data Science LLC

Consolidated Statement of Changes in Members’ Equity (unaudited)

For the Nine Months September 30, 2024

(In thousands of dollars)

	Members’ Equity
Members’ equity at December 31, 2023	$	(28,856	)
Capital contributions from Parent		11,125
Net loss		(8,209	)
Members’ equity at September 30, 2024	$	(25,940	)

The accompanying notes are an integral part of these consolidated financial statements.

Kyber Data Science LLC

Consolidated Statement of Cash Flows (unaudited)

For the Nine Months Ended September 30, 2024

(In thousands of dollars)

Cash flows used in operating activities:
Net income (loss)	$	(8,209	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization of intangible assets:		1,811
(Increase) decrease in operating assets:
Receivable from customers		(150	)
Other assets		712
Increase (decrease) in operating liabilities:
Compensation Payable		(250	)
Payable to affiliates		(1,102	)
Accrued expenses and other liabilities		338
Net cash used in operating activities		(6,850	)
Cash flows from investing activities:
Capitalization of intangible assets		(1,800	)
Net cash used in investing activities		(1,800	)
Cash flows from financing activities:
Capital Contribution from Parent		11,125
Net cash provided by financing activities		11,125
Change in cash		2,475
Cash, beginning of year		4,424
Cash, end of year	$	6,899

The accompanying notes are an integral part of these consolidated financial statements.

Kyber Data Science LLC

Notes to Consolidated Financial Statements (unaudited)

September 30, 2024

(In thousands of dollars, except where noted)

1. Organization and Business

Kyber Data Science LLC (the “Company”) was formed January 22, 2018, as a Delaware limited liability company. The Company is a majority-owned subsidiary of Cowen Inc. (“Parent”). On March 1, 2023 (the “Acquisition Date”), Cowen Inc. and its consolidated subsidiaries, including the Company, became indirectly wholly owned subsidiaries of The Toronto-Dominion Bank (the “Bank”), a bank chartered under the Bank Act (Canada).

Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements (unaudited) are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) as promulgated by the Financial Accounting Standards Board through the Accounting Standards Codification (“ASC”) as the source of authoritative accounting principles in the preparation of the accompanying consolidated financial statements (unaudited).

Principles of Consolidation

The accompanying consolidated financial statements (unaudited) include the accounts of the Company and its wholly owned subsidiaries, Kyber Survey Data LLC (d/b/a Kyber Data Science), Kyber Data Sub LLC, Kyber Health Data LLC and Kyber Aesthetic Data LLC. All intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of the accompanying consolidated financial statements (unaudited) in conformity with US GAAP requires management of the Company to make estimates and assumptions the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the accompanying consolidated financial statements (unaudited), as well as the accounting for identifiable intangible assets and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

Kyber Data Science LLC

Notes to Consolidated Financial Statements (unaudited)

September 30, 2024

(In thousands of dollars, except where noted)

Revenue Recognition

Revenue from Contracts with Customers

The Company’s revenue from contracts with customers includes research fees. The Company recognizes these revenues in accordance with ASC Topic 606, Revenue from Contracts with Customers, which requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company follows a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, the Company includes variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. Significant judgments are required in the application of the five-step model including; when determining whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company’s progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. The following is a description of the Company’s principal revenue-generating activity:

Research Fees

Cash

Cash consists of cash held on deposit with one U.S. financial institution.

Receivables from Customers

Receivables from customers primarily include amounts owed by customers for subscription services provided by the Company.

Kyber Data Science LLC

Notes to Consolidated Financial Statements (unaudited)

September 30, 2024

(In thousands of dollars, except where noted)

Intangible Assets

Intangible assets with finite lives are amortized over their estimated average useful lives. The Company does not have any intangible assets deemed to have indefinite lives. Intangible assets are tested for potential impairment whenever events or changes in circumstances suggest that an asset or asset group’s carrying value may not be fully recoverable. An impairment loss, calculated as the difference between the estimated fair value and the carrying value of an asset or asset group, is recognized if the sum of the estimated undiscounted cash flows from the use or disposition of the asset or asset group is less than the corresponding carrying value. The Company continually monitors the estimated average useful lives of existing intangible assets.

Please refer to Note 7, “Intangible Assets” for additional information and disclosures.

Income Taxes

Other Assets

Other assets consist of prepaid data service fees paid by the Company under a subscription agreement.

Compensation Payable

Compensation payable includes accruals for estimated discretionary cash bonuses. Annual incentive compensation is variable, and the amount paid is generally based on a combination of employees’ performance, their contribution to their business, and the Company’s performance.

Payable to Affiliates

Payable to affiliates are presented net on the balance sheet, pursuant to a netting agreement in place between the Company and its affiliates and per the agreement is settled net with Cowen Services Company, LLC (“CSC”). These amounts settle in the ordinary course of business.

Please refer to Note 6, “Related Party Transactions” for additional information and disclosures.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities primarily consist of deferred income related to customer contracts that have not been recognized, professional fees payable and sales tax payable.

Recent Accounting Pronouncements

There are no recently issued or recently adopted pronouncements that are expected to have a material impact on the Company’s financial statements (unaudited).

Kyber Data Science LLC

Notes to Consolidated Financial Statements (unaudited)

September 30, 2024

(In thousands of dollars, except where noted)

3. Revenue from Contracts with Customers

The following table presents revenues from contracts with customers disaggregated by fee type:

	For the Nine Months<br><br> <br>Ended September 30,<br><br> <br>2024
Research fees
Subscription research fees	$	3,429
Total research fees		3,429
Total revenue from contracts with customers	$	3,429

4. Members’ equity

Included in the members’ equity are Class A Voting Common Units (“Class A – Common”), Series A Convertible Preferred Units (“Series A – Convertible Preferred”) and Class B Non-Voting Common Units (“Class B – Common”) (collectively, the “units”). Units are issued to members in exchange for contributed capital and/or as a performance incentive.

Each Series A Convertible Preferred Unit is convertible at any time at the option of the unitholder into such number of Class A Voting Common Units as is determined by dividing the Series A Liquidation Preference by the Series A Conversion Price in effect at the time of conversion. Each Series A Convertible Preferred Unit shall automatically be converted into such number of Class A Voting Common Units as is determined by dividing the Series A Liquidation Preference by the Series A Conversion Price in effect at the time of conversion upon the date specified by written consent of sixty-six and two-thirds percent (66 2/3%) of the issued and outstanding Series A Convertible Preferred Units. The Series A Conversion Price shall be subject to adjustment as provided in the Fourth Amended and Restated Limited Liability Company Agreement dated January 25, 2024, as amended.

As of September 30, 2024, members’ equity is composed of the following:

Class A - Common	$	(9,637	)
Series A - Convertible Preferred		(16,303	)
Class B - Common		—
Total Members’ Equity	$	(25,940	)

Kyber Data Science LLC

Notes to Consolidated Financial Statements (unaudited)

September 30, 2024

(In thousands of dollars, except where noted)

5. Commitments and Contingencies

Commitments

The Company has entered into a perpetual licensing agreement with a third-party data supplier to license healthcare and medical claim data that will form part of the product offered to clients. As of September 30, 2024, the Company’s minimum guaranteed payments are $578,512 for the three months ended October 31, 2024.

Contingencies

In the ordinary course of business, the Company and its affiliates and current and former officers, directors and employees (the “Company and Related Parties”) can be named as defendants in, or as parties to, various legal actions and proceedings. Certain of these actions and proceedings assert claims or seek relief in connection with alleged violations of securities, banking, anti-fraud, anti-money laundering, employment and other statutory and common laws. Certain of these actual or threatened legal actions and proceedings may include claims for substantial or indeterminate compensatory or punitive damages, or for injunctive relief.

In accordance with US GAAP, the Company establishes reserves for contingencies when the Company believes that it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. The Company discloses a contingency if there is at least a reasonable possibility that a loss may have been incurred and there is no reserve for the loss because the conditions above are not met. The Company’s disclosure would include an estimate of the reasonably possible loss or range of loss for those matters, for which an estimate can be made. Neither a reserve nor disclosure is required for losses that are deemed remote.

The Company has not established any reserves as of September 30, 2024, since in the opinion of management, the likelihood of liability is not probable nor reasonably estimable.

6. Related Party Transactions

Support Arrangements

The Company previously entered into a service level agreement with CSC, in which the employment of certain of the Company’s employees was assigned and transferred to CSC. Under this agreement, CSC is responsible for the compensation-related payments to these employees for their performance of services provided to the Company and the Company reimburses CSC, recording the related amounts payable to CSC in Payables to related parties on the statement of financial condition (unaudited). CSC also agreed to provide certain administrative and other support services to the Company. All direct and indirect expenses are paid by CSC or other affiliates through an expense sharing agreement. Indirect expenses are allocated based on time, usage and/or headcount.

Kyber Data Science LLC

Notes to Consolidated Financial Statements (unaudited)

September 30, 2024

(In thousands of dollars, except where noted)

In the normal course of business, the Company enters into transactions with CSC to provide support services for daily operations.

Balances with related parties included in the statement of financial condition (unaudited) are as follows:

	September 30, 2024
Liabilities
Payables:
Payable to affiliates	$	38,207

Indirect expenses charged from related parties for the nine months ended September 30, 2024, are included in the statement of operations (unaudited) under the following captions:

	For the nine months ended<br><br> <br>September 30, 2024
Employee compensation and benefits	$	1,456
Professional, advisory, and other fees		163
Service fees		11
Communications		10
Occupancy and Equipment		57
Client services and business development		14
Other expenses		61

On January 31st and September 30th, 2024, the Parent made capital contributions in the amounts of $5,897,780 and $5,227,025, respectively.

7. Intangible Assets

Intangible Assets, December 31, 2023	$	8,618
Intangible Assets Capitalized during 2024		1,800
Amortization – Intangible Assets during 2024		(1,811	)
Intangible Assets, September 30, 2024	$	8,607

The estimated remaining useful life for these intangible assets is six years.

Kyber Data Science LLC

Notes to Consolidated Financial Statements (unaudited)

September 30, 2024

(In thousands of dollars, except where noted)

	For the Nine Months Ended September 30,
	2024		2025		2026		2027		2028		Thereafter
Estimated Amortization Expense of Intellectual Property Intangibles		619		2,474		2,474		1,527		1,211		303

8. Subsequent Events

The Company has evaluated events through January 16, 2025, the date the consolidated financial statements (unaudited) were issued and has determined that there were no subsequent events requiring adjustment or disclosure to the consolidated financial statements (unaudited).

On October 31, 2024, the members of the Company approved the Membership Interest Assignment Agreement assigning all remaining interests in the Company to Forian Inc. effective as of October 31, 2024.

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Unless the context otherwise requires, the “Company” refers to Forian Inc., a Delaware corporation, and “Kyber” refers to Kyber Data Science LLC, a Delaware limited liability company.

Description of the Business Combination

On October 31, 2024, Forian Inc. (the “Company”) entered into a Membership Interest Assignment Agreement (the “Assignment Agreement”), by and among Cowen Inc. (“Cowen”), IMcK Holdings LLC (“Minority Seller” and together with Cowen, the “Sellers”), Kyber Data Science, LLC (“Kyber”) and the Company, pursuant to which the Company acquired all outstanding equity interests of Kyber (the “Transferred Interests”) from the Sellers, effective October 31, 2024 (the “Transaction”).

Pursuant to the terms of the Assignment Agreement, at the closing, Sellers transferred and assigned all of the Transferred Interests to the Company in consideration of the Company’s assumption of Kyber’s ordinary course liabilities. The Assignment Agreement also contains a customary post-closing working capital adjustment, if applicable. All outstanding Class B Units of Kyber were cancelled prior to the closing of the Transaction and no consideration was paid to the Class B Unit holders.

The Assignment Agreement contains customary representations, warranties and covenants, as well as customary indemnification provisions and post-closing covenants, including regarding employees, the preparation of post-closing financial statements and the Company’s commitment to continue to support existing customers of Kyber.

The Company is considered to be the accounting acquirer, as further discussed in “Note 1 — Basis of Presentation” of this unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial statements are presented for informational purposes only, in accordance with Article 11 of Regulation S-X and are not intended to represent or to be indicative of the income or financial position that the Company would have reported had the Transaction been completed as of the dates set forth in the unaudited pro forma condensed combined financial statements due to various factors. The unaudited pro forma condensed combined statement of financial position does not purport to represent the future financial position of the Company and the unaudited pro forma condensed combined statements of operations do not purport to represent the future results of operations of the Company. The Company has not completed a formal valuation of Kyber’s assets and liabilities, including identifiable intangible assets as of the date of this Current Report on Form 8-K/A. As a result, estimates of fair value are based upon certain currently available information. Accordingly, actual adjustments to the combined company’s financial statements following the Transaction will differ, perhaps materially, from those reflected in the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined balance sheet as of September 30, 2024 combines the historical unaudited condensed balance sheet of the Company as of September 30, 2024 and the historical unaudited balance sheet of Kyber as of September 30, 2024 on a pro forma basis as if the Transaction had been consummated on September 30, 2024. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2024 and the unaudited pro forma condensed statement of operations for the year ended December 31, 2023 combine the historical condensed statement of operations of the Company for the nine months ended September 30, 2024 and the year ended December 31, 2023 and the historical statement of operations of Kyber for the same periods on a pro forma basis as if the Transaction had been consummated immediately prior to January 1, 2023.

The unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of the Transaction, and should be read in conjunction with the following:

•	the audited financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2024;
•	the unaudited financial statements of the Company for the nine months ended September 30, 2024, included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, as filed with the SEC on November 13, 2024;
---	---
•	the audited financial statements of Kyber as of and for the year ended December 31, 2023 and the unaudited financial statements of Kyber as of and for the nine months ended September 30, 2024, included in this Current Report on Form<br> 8-K/A; and
---	---
•	the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and Quarterly Report on Form 10-Q<br> for the quarter ended September 30, 2024, as filed with the SEC on March 29, 2024, and November 13, 2024, respectively.
---	---

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS AS OF SEPTEMBER 30, 2024

						Transcaction
			Kyber			Accounting			Management					Pro Forma
			(Historical)			Adjustments			Adjustments			Notes		Combined
ASSETS
Current assets:
Cash and cash equivalents	2,707,688		$	6,898,789		$	(3,910,156	)	$	-			B	$	5,696,321
Marketable securities	46,650,200			-			-			-					46,650,200
Accounts receivable, net	3,546,582			665,497			-			-					4,212,079
Contract assets	875,032														875,032
Prepaid expenses	697,780														697,780
Other assets	1,349,364			11,536			-			-					1,360,900
Total current assets	55,826,646			7,575,822			(3,910,156	)		-					59,492,312
Property and equipment, net	52,680														52,680
Right of use assets, net	41,244														41,244
Intangible assets				8,607,455			(8,607,455	)		-			A		-
							1,295,000			-			A		1,295,000
Deposits and other assets	1,591,420						-			-					1,591,420
Total assets	57,511,990		$	16,183,277		$	(11,222,611	)	$	-				$	62,472,656
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	843,829													$	843,829
Accrued expenses and other liabilities	2,618,108			1,988,167			-			(1,864,988	)		C		4,418,786
							-			1,677,499			C
Payable to seller							250,000								250,000
Compensation payale				1,677,499			-			(1,677,499	)		C		-
Short-term operating lease liabilities	23,146														23,146
Deferred revenues	2,243,719			-						1,864,988			C		4,108,707
Payable to affiliates				38,457,447			(38,457,447	)		-			B		-
Convertible notes payable, net of debt issuance costs (6,000,000 in principal is held by a related party)	24,370,509			-			-			-					24,370,509
Total current liabilities	30,099,311			42,123,113			(38,207,447	)		-					34,014,977
Long-term liabilities:
Other liabilities	518,098														518,098
Total long-term liabilities	518,098			-			-			-					518,098
Total liabilities	30,617,409			42,123,113			(38,207,447	)		-					34,533,075
Commitments and contingencies
Stockholders’ equity:
Preferred Stock; par value 0.001; 5,000,000 Shares authorized; 0 issued and outstanding as of September 30, 2024 and December 31, 2023	-														-
Common Stock; par value 0.001; 95,000,000 Shares authorized; 31,092,695 issued and outstanding as of September 30, 2024 and 30,920,450<br> issued and outstanding as of December 31, 2023	31,093														31,093
Additional paid-in capital	78,519,683			-			-			-					78,519,683
Members equity				(25,939,836	)		(16,427,767	)		-			B		-
							42,367,603			-			B
Accumulated deficit	(51,656,195	)		-			1,045,000			-			A		(50,611,195	)
Total stockholders’ equity	26,894,581			(25,939,836	)		26,984,836			-					27,939,581
Total liabilities and stockholders’ equity	57,511,990		$	16,183,277		$	(11,222,611	)	$	-				$	62,472,656

All values are in US Dollars.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

							Transcaction
	Forian Inc			Kyber			Accounting			Management				Pro Forma
	(Historical)			(Historical)			Adjustments			Adjustments			Notes	Combined
Revenue	$	14,340,791		$	3,428,880		$	-		$	-			$	17,769,671
Costs and Expenses:
Cost of revenue		4,913,195									6,174,240		BB		11,087,435
Research and development		989,052			-			-			523,845		BB		1,512,897
Sales and marketing		3,029,783			-			-			1,026,375		BB		4,056,158
General and administrative		9,771,343						-			3,913,558		BB		13,684,901
Kyber operating expenses					11,638,018						(11,638,018	)	BB		0
Litigation Settlements and related expenses		1,152,670													1,152,670
Depreciation and amortization		23,405			-			151,667					AA		175,072
Total costs and expenses		19,879,448			11,638,018			151,667			-				31,669,133
Operating loss From Continuing Operations		(5,538,657	)		(8,209,138	)		(151,667	)		-				(13,899,462	)
Other Income (Expense):
Change in fair value of warrant liability		563			-			-			-				563
Interest and investment income		1,951,812			-			-			-				1,951,812
Gain on sale of investment		80,694			-			-			-				80,694
Interest expense		(587,684	)		-			-			-				(587,684	)
Gain on debt redemption		137,356			-			-			-				137,356
Total other income (expense), net		1,582,741			-			-			-				1,582,741
(Loss) from continuing operations before income taxes		(3,955,916	)		(8,209,138	)		(151,667	)		-				(12,316,721	)
Income taxes		(14,865	)												(14,865	)
Net income (loss)	$	(3,970,781	)	$	(8,209,138	)	$	(151,667	)	$	-			$	(12,331,586	)
Net loss per share - basic and diluted	$	(0.13	)	$	(0.26	)	$	(0.00	)	$	-			$	(0.40	)
Weighted-average shares outstanding- basic and diluted		31,064,418			31,064,418			31,064,418			31,064,418				31,064,418

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023

	Forian Inc<br><br> <br>(Historical)			Kyber<br><br> <br>(Historical)			Transcaction<br><br> <br>Accounting<br><br> <br>Adjustments			Management<br><br> <br>Adjustments			Notes	Pro Forma<br><br> <br>Combined
Revenue	$	20,481,330		$	4,166,374		$	-		$	(6,230	)	BB	$	24,641,474
Costs and Expenses:
Cost of revenue		5,477,032						-			8,511,754		BB		13,988,786
Research and development		1,407,580			-			-			872,901		BB		2,280,481
Sales and marketing		4,884,267			-			-			1,826,634		BB		6,710,901
General and administrative		13,633,193			-			-			5,270,056		BB		18,903,249
Kyber operating expenses					16,486,603			-			(16,486,603	)	BB
Separation expenses		599,832			-			-			-				599,832
Depreciation and amortization		74,438			-			202,222			-		AA		276,660
Total costs and expenses		26,076,342			16,486,603			202,222			(5,257	)			42,759,910
Operating loss From Continuing Operations		(5,595,012	)		(12,320,229	)		(202,222	)		(973	)			(18,118,436	)
Other Income (Expense):
Change in fair value of warrant liability		3,984			-			-			-				3,984
Interest and investment income		2,327,974			-			-			6,230		BB		2,334,204
Gain on sale of investment		5,805,858			-			-			-				5,805,858
Interest expense		(834,785	)		-			-			(5,257	)	BB		(840,042	)
Gain on debt redemption		111,151			-			-			-				111,151
Total other income (expense), net		7,414,182			-			-			973				7,415,155
Income (loss) from continuing operations before income taxes		1,819,170			(12,320,229	)		(202,222	)		-				(10,703,281	)
Income taxes		(85,740	)												(85,740	)
Income (loss) from continuing operations, net of tax	$	1,733,430		$	(12,320,229	)	$	(202,222	)	$	-			$	(10,789,021	)
Income (loss) from continuing operations per share
Basic	$	0.05		$	(0.38	)	$	(0.01	)	$	-			$	(0.34	)
Diluted	$	0.05		$	(0.38	)	$	(0.01	)	$	-			$	(0.33	)
Weighted-average shares outstanding- basic		32,030,855			32,030,855			32,030,855			32,030,855				32,030,855
Weighted-average shares outstanding- diluted		32,230,845			32,230,845			32,230,845			32,230,845				32,230,845

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Basis of Presentation

In accordance with ASC 805 – Business Combination, the Company will be considered as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Company will record the assets and identifiable intangibles acquired and liabilities assumed in the Transaction at their fair values at the date of acquisition. Any excess of the fair value of the net assets acquired over the purchase price will be recorded as a bargain purchase gain.

The unaudited pro forma condensed combined balance sheet as of September 30, 2024, gives pro forma effect to the Transaction as if it had occurred on September 30, 2024. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2024, and for the year ended December 31, 2023, give pro forma effect to the Transaction as if it had been completed immediately prior to January 1, 2023. These periods are presented on the basis of the Company as the accounting acquirer.

The pro forma adjustments reflecting the consummation of the Transaction and related transactions are based on certain currently available information and certain assumptions and methodologies that the Company believes are reasonable under the circumstances. The Company has not completed a formal valuation of Kyber’s assets and liabilities, including identifiable intangible assets, as of the date of this Current Report on Form 8-K/A. As a result, the unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the differences may be material. The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Transaction and related transactions based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The Company obtained control of Kyber for no consideration other than payment of certain professional fees incurred by Kyber resulting from the transaction. The Company recorded an estimated gain on bargain purchase representing the excess of the acquisition date fair value of assets acquired over the acquisition date fair value of the consideration transferred. The bargain purchase was a result of the Sellers’ plan to wind down and terminate Kyber’s operations if a sale were not completed by October 31, 2024.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Transaction. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Transaction and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Company. They should be read in conjunction with the historical financial statements and notes thereto of the Company and Kyber.

Note 2. Accounting Policies

In connection with the consummation of the Transaction, management is performing a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the Company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

Note 3. Preliminary Purchase Price Allocation and Intangible Assets

The following table summarizes the components of the purchase consideration.

Consideration transferred at closing	$	-
Payment for Sellers’ professional fees		250,000
Total consideration	$	250,000

A preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed by the Company in connection with the Transaction is as follows:

				Estimated useful life
Assets Acquired
Cash	$	2,988,633
Accounts receivable, net		665,497
Prepaid expenses and other assets		11,536
Customer relationship intangible		1,050,000		6 years
Trademark intangible		245,000		9 years
		4,960,666
Liabilities Assumed
Accrued expenses		1,800,678
Deferred revenues		1,864,988
		3,665,666
Gain on bargain purchase		(1,045,000	)
Fair value of consideration transferred	$	250,000

The pro forma purchase price allocation presented above is preliminary and, as a result, the amounts presented could change materially when the purchase price allocation is finalized.

Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Statements

The adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2024, are as follows:

A.	Reflects preliminary purchase price allocation and elimination of Kyber’s historical members’ equity.
B.	Reflects elimination of assets not included in the Transaction and elimination of historical balance of Kyber intangibles, which were recorded at fair value in A above.
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C.	Reflects reclassification of Kyber’s historical balances to be consistent with the Company’s historical presentation.
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The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for year ended December 31, 2023 and for the nine month period ended September 30, 2024 are as follows:

AA.	Represents the amortization of the identifiable intangibles acquired in the Transaction.
BB.	Reflects reclassification of Kyber’s historical balances to be consistent with the Company’s historical presentation.
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The Company’s net deferred tax assets as of September 30, 2024, are subject to a full valuation allowance, therefore the Condensed Combined Statements of Operation do not reflect any income tax benefit that may arise from the adjustments in AA above.

Note 5. Loss per Share

Loss per share was calculated using the Company’s historical weighted average basic and diluted shares outstanding for the periods ended December 31, 2023, and September 30, 2024.