$FONR·8-K

FONAR CORP · Jun 3, 4:11 PM ET

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FONAR CORP 8-K

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FONAR Corp Completes Merger; Amends Certificate of Incorporation

What Happened
FONAR Corporation filed a Form 8‑K on June 3, 2026 reporting the completion of the transaction governed by the Agreement and Plan of Merger dated December 23, 2025 (the merger agreement among FONAR Corporation, FONAR, LLC and FONAR Acquisition Sub, Inc.). The 8‑K also reports a change in control, creation of a direct financial obligation, a notice concerning continued listing requirements, departures/elections of directors, and delivers an Amended and Restated Certificate of Incorporation as an exhibit.

Key Details

  • Form 8‑K filed June 3, 2026; merger agreement dated December 23, 2025 (Exhibit 2.1 is incorporated by reference to the Company’s Dec. 30, 2025 8‑K).
  • Exhibit 3.1 to the filing is an Amended and Restated Certificate of Incorporation for FONAR Corporation.
  • The filing covers Items indicating: completion of an acquisition/disposition (2.01), creation of a direct financial obligation (2.03), notice of potential failure to meet listing standards (3.01), material modification to shareholder rights (3.03), change in control (5.01), and director departures/elections (5.02).

Why It Matters
The filing confirms a completed corporate transaction and formal changes to FONAR’s charter and governance. For investors, that can mean altered shareholder rights, shifts in board composition and corporate control, and potential impacts on liquidity if listing standards are not met. The reported creation of a direct financial obligation can affect the company’s balance sheet and credit profile. Shareholders should review the full 8‑K and the attached Amended and Restated Certificate of Incorporation and merger agreement (referenced exhibits) for transaction terms and details on governance and financial obligations.

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