FONAR CORP 8-K

What Happened

• FONAR Corporation (FONR) filed an 8-K on Dec. 30, 2025 disclosing an Agreement and Plan of Merger dated Dec. 23, 2025 under which FONAR, LLC (formed by CEO Timothy Damadian and other executives) will acquire all outstanding shares of the company. At closing, FONAR will become a wholly owned subsidiary of the buyer; the company’s common stock is expected to be deregistered and delisted from Nasdaq after the transaction.
• The Special Committee of independent directors unanimously found the deal fair and recommended it; the full Board also approved the Merger Agreement after interested directors recused themselves. A special stockholder vote is required to approve the merger.

Key Details

• Cash consideration at the Effective Time: $19.00 per share for Company Common Stock and Class B common; $6.34 per share for Class C common; $10.50 per share for Class A preferred (excluding shares owned by buyer or dissenting appraisal shares).
• Closing timeline: expected within three business days after conditions are met but no later than March 12, 2026 (End Date), subject to certain extensions for proxy filings or governmental review.
• Financing commitments: bank debt commitment of $35.0M from OceanFirst, additional debt commitments of at least $10.0M, and equity commitments of at least $45.0M (total financing commitments of at least ~$90M); the merger is not conditioned on obtaining these financings.
• Voting agreements: members of the acquisition group agreed to vote a total of 6,622,872 subject shares in favor of the merger; those votes are excluded from the “disinterested stockholder” count under Delaware law. Company may owe a $450,000 termination fee in certain break scenarios.

Why It Matters

• For investors, the filing confirms a proposed cash buyout with specific per-share prices and a deadline for closing — if approved by stockholders and other conditions are met, public shares will be cashed out and the company taken private, and FONAR common stock will cease trading on Nasdaq.
• The deal structure (insider-led buyer, voting agreements and financing commitments) and the required stockholder approvals under Delaware law are key items investors should watch in the upcoming proxy materials and Schedule 13E-3 that the company will file with the SEC.