FONAR CORP 8-K

What Happened

• FONAR Corporation filed an 8‑K (May 21, 2026) reporting supplemental disclosures related to a proposed going‑private merger under a Merger Agreement dated December 23, 2025. Under the agreement, FONAR Acquisition Sub, Inc. will merge into FONAR and FONAR will become a wholly owned subsidiary of parent entities affiliated with and controlled by CEO and Chairman Timothy Damadian. A special meeting of stockholders to vote on the Merger is scheduled for May 28, 2026 at 11:00 a.m. ET via webcast.

Key Details

• Litigation/disclosures: Between March 16 and May 15, 2026, counsel for purported stockholders sent demand letters and draft complaints alleging disclosure deficiencies; FONAR says the claims lack merit but voluntarily supplemented its Definitive Proxy Statement and Schedule 13E‑3 Transaction Statement to avoid delay and allow the vote.
• Valuation metrics from Marshall & Stevens (as disclosed): net present value of unlevered after‑tax free cash flows (years 1–10) = $75,140,000; terminal year after‑tax free cash flows = $12,511,000; present value of terminal value (year 11) = $27,653,000.
• Adjusted book value result: Marshall & Stevens estimated indicated fair market value of equity on a controlling basis at approximately $97,200,000, implying about $14.63 per share (based on fully diluted common‑equivalent shares disclosed).
• Process and independence: Special Committee engaged Meister Seelig & Fein PLLC (MSF) in July 2025 after MSF confirmed no conflicts; MSF had not provided other services to the parties in the prior two years. The company also clarified non‑disclosure agreements did not include “don’t ask–don’t waive” standstill provisions. The filing states there were no negotiations before or after signing the Merger Agreement regarding employment, consulting, severance, retention, or similar individual arrangements for officers or directors.

Why It Matters

• This 8‑K confirms a proposed management‑led buyout that would take FONAR private and places key valuation and process details before investors ahead of the May 28, 2026 stockholder vote. The supplemental disclosures address litigation risk and provide additional valuation, timing and process transparency (including advisor independence), which can affect investor assessment of the merger price and likelihood of closing. The Merger remains subject to closing conditions, including the requisite stockholder vote and potential legal outcomes.