05/04/2026 | Press release | Distributed by Public on 05/04/2026 06:54
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Darrick M. Mix
Justin A. Santarosa
Duane Morris LLP
30 South 17th Street
Philadelphia, PA 19103
(215) 979-1227
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Creighton Condon
Allen Overy Shearman Sterling US LLP
599 Lexington Ave.,
New York, NY 10022
Tel: (212) 848-7628
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a.
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☐
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b.
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☐
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The filing of a registration statement under the Securities Act of 1933.
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c.
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☒
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A tender offer.
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d.
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☐
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None of the above.
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1.
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Item 3 of the Schedule 13E-3 is hereby amended and supplemented by adding the following text at the end of the disclosure:
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2.
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Item 13(a) of the Schedule 13E-3 is hereby amended and supplemented as follows (new language bolded and underlined; deleted language struck through):
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3.
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Item 16 of the Schedule 13E-3 is hereby amended and supplemented by adding the following exhibits:
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"(c)(1)
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Discussion Materials prepared by Houlihan Lokey to the Special Committee, dated October 28, 2025.
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(c)(2)
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Discussion Materials prepared by Houlihan Lokey to the Special Committee, dated December 18, 2025.
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(c)(3)
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Discussion Materials prepared by Houlihan Lokey to the Special Committee, dated January 20, 2026.
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(c)(4)
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Discussion Materials prepared by Houlihan Lokey to the Special Committee, dated January 28, 2026.
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(c)(5)
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Discussion Materials prepared by Houlihan Lokey to the Special Committee, dated February 11, 2026.
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(c)(6)
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Discussion Materials prepared by Houlihan Lokey to the Special Committee, dated March 11, 2026.
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(c)(7)
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Discussion Materials prepared by Houlihan Lokey to the Special Committee, dated April 2, 2026."
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Item 16.
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Exhibits
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Offer to Purchase, dated April 16, 2026 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO filed by Parent with the SEC on April 16, 2026)*
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Form of Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO filed by Parent with the SEC on April 16, 2026)*
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Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO filed by Parent with the SEC on April 16, 2026)*
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO filed by Parent with the SEC on April 16, 2026)*
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) to the Schedule TO filed by Parent with the SEC on April 16, 2026)*
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Summary Advertisement as published on April 16, 2026, in the New York Times (incorporated by reference to Exhibit (a)(1)(F) to the Schedule TO) filed by Parent with the SEC on April 16, 2026)*
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Solicitation/Recommendation Statement on Schedule 14D-9, dated April 16, 2026 (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company with the SEC on April 16, 2026)*
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Press Release, dated April 3, 2026 (incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on Form 8-K filed, filed April 3, 2026).*
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(c)(1)
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Discussion Materials prepared by Houlihan Lokey to the Special Committee, dated October 28, 2025.
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(c)(2)
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Discussion Materials prepared by Houlihan Lokey to the Special Committee, dated December 18, 2025.
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(c)(3)
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Discussion Materials prepared by Houlihan Lokey to the Special Committee, dated January 20, 2026.
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(c)(4)
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Discussion Materials prepared by Houlihan Lokey to the Special Committee, dated January 28, 2026.
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(c)(5)
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Discussion Materials prepared by Houlihan Lokey to the Special Committee, dated February 11, 2026.
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(c)(6)
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Discussion Materials prepared by Houlihan Lokey to the Special Committee, dated March 11, 2026.
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(c)(7)
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Discussion Materials prepared by Houlihan Lokey to the Special Committee, dated April 2, 2026.
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Agreement and Plan of Merger, dated April 2, 2026, among the Buyer Parties and the Company (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Company with the SEC on April 3, 2026).*
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Equity Commitment Letter, dated as of April 2, 2026, by and between Parent and Max Wygod & Emily W Bushnell Co-TTEE Wygod Family Rev LT U/T/A, (incorporated by reference to Exhibit 99.20 to the Schedule 13D/A filed by Parent with the SEC on April 6, 2026).*
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Confidentiality Agreement, dated as of September 29, 2025, by and between Parent and the Company (incorporated by reference to Exhibit 99.3 to the Schedule 13D/A filed by Parent with the SEC on October 3, 2025).*
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(g)
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Not applicable.
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Filing Fee Table*
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*
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Previously Filed.
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BRAVO MERGER SUB, INC.
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By:
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/s/Max Wygod
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Name: Max Wygod
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Title: Chief Executive Officer
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2025 ACQUISITION COMPANY, LLC
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By:
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/s/ Max Wygod
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Name: Max Wygod
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Title: Chief Executive Officer
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FORIAN INC.
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By:
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/s/ Max Wygod
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Name: Max Wygod
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Title: Chief Executive Officer
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MAX WYGOD
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/s/ Max Wygod
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ADAM DUBLIN
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/s/ Adam Dublin
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