Fonar Corp SEC Filings

FONAR Corporation filed an 8-K to voluntarily supplement its definitive proxy statement and Schedule 13E-3 for the proposed going‑private merger with an affiliate of CEO Timothy Damadian. The company received demand letters and draft complaints alleging disclosure issues but believes its prior disclosures already complied with law.

The new language clarifies that strategic alternatives, including a going‑private deal, have been evaluated since June 2021, that non‑disclosure agreements lack “don’t ask‑don’t waive” standstills, and that no bidder is barred from making a topping offer. It also details the Special Committee’s selection of independent counsel Meister Seelig & Fein and confirms no other recent engagements.

Valuation disclosures from Marshall & Stevens now include explicit cash‑flow and liquidation scenario figures and a fully diluted share count, leading to an indicated equity value of $14.63 per share. FONAR further states there were no negotiations over individual post‑merger employment or compensation arrangements for its officers or directors.

FONAR CORP ownership update: Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation filed an amended Schedule 13G/A reporting beneficial ownership of 1,116 shares of FONAR common stock, representing 0.02% of the class as of 03/31/2026. The filing lists sole voting and dispositive power over those shares.

FONAR Corporation reported softer results for the fiscal 2026 third quarter while progressing on a proposed take-private merger. Total revenues-net for the quarter ended March 31, 2026 slipped 3% to $26.5 million, and net income fell 25% to $2.3 million, with diluted EPS to common stockholders down to $0.24 from $0.37. For the nine-month period, revenues were $78.1 million versus $77.1 million, but net income declined to $7.5 million from $9.3 million and diluted EPS to common stockholders decreased to $0.89 from $1.12. Operating cash flow for the nine months dropped to $3.4 million from $7.0 million.

The imaging management subsidiary HMCA remains the primary growth driver, with MRI scan volumes reaching 55,660 in the quarter and 165,612 for the nine months, both modestly higher than prior periods. FONAR maintains a strong balance sheet, with $53.8 million in cash and equivalents and total stockholders’ equity of $178.6 million as of March 31, 2026.

The company also highlighted a previously announced merger agreement for a going-private transaction led by its CEO and COO. Closing is subject to conditions including a requisite stockholder vote at a special meeting scheduled for May 28, 2026, and the company has suspended share repurchases while this process is underway.

FONAR Corporation reported lower profitability for the quarter and nine months ended March 31, 2026 while maintaining a strong balance sheet and advancing a related-party going-private deal.

Quarterly net revenue was $26.5 million versus $27.2 million a year earlier. Net income attributable to FONAR fell to $1.6 million from $2.5 million, and basic EPS for common stockholders declined to $0.25 from $0.38. For the nine months, net revenue edged up to $78.1 million from $77.1 million, but net income attributable to FONAR decreased to $6.0 million from $7.6 million, with basic EPS at $0.90 versus $1.14.

FONAR held $53.7 million in cash and cash equivalents and total assets of $219.2 million, with total liabilities of $54.8 million and equity of $164.5 million as of March 31, 2026. Operations are driven primarily by management of diagnostic imaging centers, which generated most revenues and operating income.

The company detailed a proposed going-private transaction under a Merger Agreement with an entity controlled by its CEO, Timothy Damadian. Public stockholders would receive $19.00 per common or Class B share, $6.34 per Class C share, and $10.50 per Class A non-voting preferred share in cash, excluding shares contributed by the acquisition group. Closing is subject to multiple conditions, including both overall stockholder approval and a separate vote by disinterested stockholders, required regulatory clearances, and customary covenants. A stockholder class action in Delaware challenges whether a supermajority voting threshold under Delaware law applies to the merger. FONAR currently expects completion in its fourth fiscal quarter of 2026, assuming conditions are met.

FONAR CORP filed an amendment to a Schedule 13G reporting beneficial ownership of 720,065 shares of Common Stock, representing 11.60% of the class. The filing states these shares are held with shared voting and dispositive power by Hilary L. Shane and related trusts and entities.

Fonar Corporation is asking shareholders to vote at its June 17, 2026 annual meeting on electing five directors, approving executive compensation on an advisory basis, and ratifying CohnReznick LLP as auditor for fiscal 2026.

The proxy details a controlled governance structure in which Chairman and CEO Timothy R. Damadian controls over 50% of voting power, an all‑independent audit committee, and the absence of separate compensation and nominating committees. It discloses 6,173,008 Common shares, 146 Class B and 382,513 Class C shares outstanding as of April 20, 2026, with Class B and C carrying 10 and 25 votes per share, respectively.

The filing outlines a pay‑for‑performance approach, showing 2025 compensation of $295,000 for the CEO (all bonus), $498,241 for the COO and $437,155 for the General Counsel, and minimum $20,000 annual cash retainers for independent directors. Audit fees for fiscal 2025 totaled $478,000 for CohnReznick LLP and $67,600 for Marcum LLP. Embedded 10‑K content highlights Fonar’s HMCA management segment, 216,317 MRI scans in fiscal 2025, net revenues of $104.4 million, and a record of 63 consecutive profitable quarters, as well as ongoing consideration of a separate going‑private proposal via a special committee.

FONAR Corp reported a Schedule 13G showing that Vanguard Capital Management beneficially owned 373,440 shares of Common Stock, representing 6.04% of the class as of 03/31/2026. The filing states Vanguard has sole voting power for 40,171 shares and sole dispositive power for 373,440 shares, and attributes ownership across Vanguard affiliates and managed funds.

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.