Welcome to our dedicated page for Fonar SEC filings (Ticker: FONR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Fonar Corporation (FONR) SEC filings page on Stock Titan brings together the company’s regulatory disclosures from the U.S. Securities and Exchange Commission, alongside AI-generated summaries. Fonar is a Nasdaq-listed medical device and diagnostic imaging management company that designs, manufactures, sells and services MRI scanners and manages MRI centers through its subsidiary Health Management Company of America (HMCA). Its filings provide structured insight into both the MRI equipment segment and the management of diagnostic imaging centers.
Through annual reports on Form 10-K and quarterly reports on Form 10-Q, Fonar details its two reportable segments: manufacturing and servicing of medical equipment, and the management of diagnostic imaging centers. These filings describe revenues from product sales, upgrades, service and repair fees, as well as patient fee revenue and management and other fees generated by HMCA-managed MRI centers in New York and Florida. They also present information on total revenues, income from operations, net income, cash and cash equivalents, assets, liabilities, working capital and scan volumes.
Current reports on Form 8-K highlight significant corporate events. For example, an 8-K dated November 12, 2025 notes that Fonar issued a press release reporting results of operations and financial condition for the first quarter of fiscal 2026. Other 8-K filings in 2025 describe the receipt of non-binding and supplemental proposals from an acquisition group led by the company’s chief executive officer to acquire all outstanding capital stock not already owned by the group, and the company’s related press releases. Additional 8-K reports cover board and governance changes, such as the retirement of a director and secretary and the appointment of an independent director.
In December 2025, Fonar announced in a press release that it had entered into a definitive merger agreement with an acquisition group led by its chief executive officer. While the detailed terms and risk factors are set out in SEC materials such as the planned proxy statement on Schedule 14A and a Schedule 13E-3 transaction statement, this filings page helps users locate those documents once filed. The company has indicated that these materials will contain important information about the proposed going-private transaction, including the terms and conditions of the merger and the process followed by the special committee of independent directors.
On Stock Titan, AI-powered tools assist users by summarizing lengthy Fonar filings, such as 10-K and 10-Q reports, into key points about segment performance, liquidity, capital structure and HMCA operations. For investors interested in governance and insider activity, the platform also surfaces relevant forms, including 8-Ks that report material events. Real-time updates from EDGAR ensure that new FONR filings, including proxy materials related to the proposed going-private transaction, appear promptly, while AI-generated explanations help clarify complex accounting and legal disclosures.
FONAR Corporation is asking stockholders to approve a going‑private merger under an Agreement and Plan of Merger dated December 23, 2025, whereby Parent (FONAR, LLC) will acquire FONAR and each outstanding share would convert into cash: $19.00 per Common Stock and Class B share, $6.34 per Class C share and $10.50 per Class A Non‑voting Preferred share.
The special meeting is set for May 28, 2026 (record date April 13, 2026). The Acquisition Group (57 parties led by Timothy Damadian) presently holds 248,774 Common and 254,964 Class C shares (≈42.08% of voting power). The proxy recommends voting FOR the Merger and Adjournment proposals; appraisal rights are available under Delaware law.
Dimensional Fund Advisors filed an Amendment No. 5 to Schedule 13G/A reporting beneficial ownership of 315,471 shares of FONAR Corp Common Stock. The filing shows a 5.1% stake and indicates sole voting power for 312,499 shares and sole dispositive power for 315,471 shares. The cover lists an as-of date of 03/31/2026 and the form is signed on 04/09/2026. The filing states these shares are owned by various Funds advised or sub-advised by Dimensional and that Dimensional disclaims beneficial ownership while reporting voting and dispositive powers in its advisory role.
The Vanguard Group amended its Schedule 13G/A for FONAR Corp common stock. The amendment states The Vanguard Group reports 0% beneficial ownership, holding 0 shares and no voting or dispositive power. The filing explains this follows an internal realignment effective January 12, 2026 under SEC Release No. 34-39538, with certain subsidiaries now reporting separately.
The signature block shows the amendment dated 03/26/2026, and the filing lists The Vanguard Group's address in Malvern, Pennsylvania. The disclosure clarifies that no single outside person holds more than 5% of the class according to the filer.
FONAR Corporation is asking stockholders to approve a merger that would take the company private under an acquisition by an Acquisition Group led by Timothy Damadian. At the Effective Time each outstanding share will convert to cash: $19.00 per share of Common Stock and Class B, $6.34 per Class C share, and $10.50 per Class A Non-voting Preferred share. The $19.00 Common price represents an approximately 29.6% premium to the unaffected close on December 29, 2025. The Board’s Special Committee unanimously recommended the Merger and an independent valuation firm rendered a fairness opinion. A Delaware stockholder lawsuit alleges Section 203 applies and seeks to enjoin the vote; the Company disputes that claim. The Merger requires both a majority of outstanding voting power and a disinterested stockholder majority as described in the proxy.
FONAR Corporation is asking stockholders to vote at a special meeting on a proposed go‑private merger under which FONAR Acquisition Sub would merge into FONAR and FONAR would become a wholly owned subsidiary of FONAR, LLC, an entity owned and controlled by Timothy Damadian.
Under the Merger Agreement, holders of Company Capital Stock and Class A Non‑voting Preferred Stock will receive cash: $19.00 per share of Common Stock and Class B Common Stock, $6.34 per share of Class C Common Stock, and $10.50 per share of Class A Non‑voting Preferred Stock. The Special Committee and the Disinterested Directors unanimously recommended the Merger. If completed, FONAR’s Common Stock will be delisted and the company will be privately held.
The proxy notes litigation alleging Section 203 consequences and explains the company will seek, and requests, a 66 2/3% approval threshold excluding shares deemed owned by the Parent Entities to address that claim. Appraisal rights under Delaware law are available to qualifying dissenting stockholders.
FONAR Corporation reported mixed results for the second quarter of fiscal 2026 while progressing toward a proposed take‑private merger. For the quarter ended December 31, 2025, total revenues-net rose 2% to $25.5 million, and net income increased 15% to $2.5 million, with diluted EPS for common stockholders up to $0.31 from $0.29. For the six‑month period, total revenues‑net grew 3% to $51.6 million, but net income fell 16% to $5.2 million and diluted EPS declined to $0.66 from $0.74, reflecting higher costs over the half year. Operating cash flow for the six months dropped to $1.9 million from $3.9 million. The balance sheet remained solid, with $53.1 million in cash and equivalents and total stockholders’ equity of $162.9 million at December 31, 2025. FONAR’s HMCA subsidiary now manages 45 MRI scanners, and management highlighted growing scan volumes and the addition of a high‑field MRI at a New York site. The company also reminded investors that it has entered into a definitive merger agreement for a proposed take‑private transaction, with a proxy statement and Schedule 13E‑3 to be filed and mailed in connection with a stockholder vote.
FONAR Corporation reported modest revenue growth and solid profitability for the quarter ended December 31, 2025, while advancing a related-party going‑private transaction. Quarterly net revenue rose to $25.5M from $25.0M a year earlier. Net income attributable to FONAR increased to $2.1M, with basic EPS for common stockholders improving to $0.31 from $0.29. For the first six months, revenue reached $51.6M versus $49.9M, but net income attributable to FONAR declined to $4.3M from $5.1M, and basic EPS for common stockholders fell to $0.66 from $0.76. The company maintained a strong balance sheet with $53.0M in cash and cash equivalents and total equity of $162.9M as of December 31, 2025.
On December 23, 2025, FONAR agreed to be acquired by an entity controlled by its CEO in a going‑private merger. Public stockholders are to receive $19.00 per share for Common and Class B Common Stock, $6.34 per share for Class C Common Stock, and $10.50 per share for Class A Non‑voting Preferred Stock, subject to stockholder approvals and other customary conditions. A special committee of independent directors approved the deal, and members of the acquiring group who are stockholders signed voting agreements in favor of the merger. After quarter‑end, a stockholder class action in Delaware sought a higher supermajority voting threshold under Delaware law; FONAR disputes the allegations.
Kayne Anderson Rudnick Investment Management, LLC filed Amendment No. 7 to report its beneficial ownership of Fonar Corp common stock. The firm reports beneficial ownership of 251,350 Fonar Ord Shs, representing 4.1% of the class as of 12/31/2025.
Kayne Anderson Rudnick has sole voting power over 223,902 shares and sole dispositive power over all 251,350 shares, with no shared voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Fonar Corp.
Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation report beneficial ownership of 315,716 shares of FONAR CORPORATION common stock, representing 5.09% of the outstanding class. They have sole voting and dispositive power over these shares, with no shared authority.
The filing notes that certain funds managed by Renaissance Technologies LLC are entitled to receive dividends and sale proceeds from these securities. The firms certify that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Fonar.
Fonar Corporation filed a Form 12b-25 to notify a late filing of its Form 10-Q for the quarter ended December 31, 2025. The company cites unexpected delays and says it needs more time to complete the financial and narrative sections.
Fonar states it expects to file the Form 10-Q within the standard extension period. The company confirms all other required periodic reports over the past 12 months have been filed and indicates it does not anticipate any significant change in results of operations versus the same quarter of the prior year.