The Wagner Firm Announces Investigation Regarding FONAR Corporation
FONR: 15-12G · delisting
Fonar Corp has filed Form 15 to terminate its registration under Section 12(g) of the Securities Exchange Act of 1934. This filing suspends the company's duty to file reports under Sections 13 and 15(d), effectively delisting the stock from public markets. The company reports only one holder of record as of the certification date, indicating that the shares are no longer held by the public. Timothy R. Damadian, the CEO, signed the certification on June 15, 2026, relying on Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i) to effectuate the termination.
FONR: 8-K · acquisition merger
FONAR Corporation (FONR) has completed its merger with FONAR, LLC, resulting in a change of control and the company becoming a wholly-owned subsidiary of the private parent entity. The transaction involved the cancellation of all outstanding public shares in exchange for cash consideration, effectively ending FONAR's status as a publicly traded company. Shareholders received $19.00 per share for Common and Class B stock, $6.34 for Class C stock, and $10.50 for Class A Non-voting Preferred Stock. In connection with the closing, the company secured a new credit agreement with OceanFirst Bank, N.A., consisting of a $20 million term loan and a $15 million revolving credit facility. The company has notified Nasdaq of its intent to delist and deregister its common stock, and intends to file Form 15 to suspend its reporting obligations under the Securities Exchange Act. All existing directors resigned effective at the closing, and the company's certificate of incorporation was amended and restated to reflect its new status as a private subsidiary.
FONAR Corporation (FONR) announced that its stockholders have approved a merger agreement with FONAR, LLC, a Delaware limited liability company. The approval was secured at a special meeting of stockholders held on May 28, 2026, with approximately 87% of outstanding votes cast in favor of the proposal. Under the terms of the Agreement and Plan of Merger dated December 23, 2025, FONAR Acquisition Sub, Inc. will merge with and into FONAR Corporation. Upon closing, FONAR Corporation will survive as a wholly owned subsidiary of FONAR, LLC. The parties expect the transaction to close on June 3, 2026, subject to the satisfaction or waiver of remaining conditions. The filing notes that while the company maintains the transaction is not subject to Section 203 of the Delaware General Corporation Law, the requisite approval under that section was nonetheless obtained.
FONAR Corp filed an 8-K providing supplemental disclosures regarding its proposed going-private merger with an entity controlled by CEO Timothy Damadian. The filing was issued voluntarily to address allegations in demand letters from purported stockholders and to avoid litigation risks that could delay the transaction. The supplemental disclosures clarify the timeline of the Special Committee’s formation and the engagement of legal counsel Meister Seelig & Fein PLLC. It confirms that no alternative bidders were precluded by confidentiality agreements and that there were no prior negotiations for employment or severance arrangements for officers and directors. Financial advisor Marshall & Stevens provided detailed valuation metrics, estimating the fair market value of FONAR’s equity at approximately $97.2 million, or $14.63 per share on a fully diluted basis. This valuation is based on a discounted cash flow analysis and an adjusted book value liquidation scenario, applying a 29.37% minority interest adjustment.
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