FONAR CORP 8-K

What Happened

• FONAR Corporation (FONR) held a special meeting of stockholders on May 28, 2026 and announced stockholder approval of the Agreement and Plan of Merger dated December 23, 2025 among FONAR, LLC (Parent), FONAR Acquisition Sub, Inc. (Merger Sub) and FONAR Corporation.
• As of the April 13, 2026 record date there were 15,737,293 total votes outstanding; 13,693,019 votes (≈87.01%) were represented at the meeting, constituting a quorum. The Merger Proposal received the required votes under the company charter and, additionally, approval under Section 203 of the Delaware General Corporation Law.
• Subject to satisfaction or waiver of remaining closing conditions, the parties expect the Merger to close on June 3, 2026, after which FONAR will survive as a wholly owned subsidiary of Parent.

Key Details

• Record date: April 13, 2026; total votes outstanding: 15,737,293 (including 9,114,425 non‑affiliate votes).
• Quorum/represented votes at meeting: 13,693,019 (≈87.01% of outstanding votes).
• Final vote tally:
  • Company Stockholder Approval: For 13,124,769; Against 551,079; Abstain 17,171.
  • Disinterested Stockholder Approval: For 3,279,090; Against 551,079; Abstain 17,171.
  • Section 203 Approval: For 6,502,501; Against 551,079; Abstain 17,171.
• Merger Agreement date: December 23, 2025. Post-closing structure: FONAR to be a wholly owned subsidiary of FONAR, LLC (Parent).

Why It Matters

• The vote clears a major corporate-step: if the Merger closes as expected, FONAR will no longer be an independent public company but a wholly owned subsidiary of Parent, a material change for shareholders.
• The closing remains subject to customary conditions and potential risks listed in the filing; investors should watch for any updates on the June 3, 2026 closing, required regulatory actions, or legal developments described in the 8-K.