[8-K] Fonar Corporation Reports Material Event
- None.
- None.
Insights
CEO-led group proposes $17.25-per-share buyout; material going-private possibility; triggers review process and potential change-of-control premium.
The filing discloses that a management-affiliated group delivered a supplemental letter offering to purchase every Fonar share it does not already own for $17.25 in cash. Because the proposer is the sitting Chief Executive Officer, the Board has delegated evaluation to an independent Special Committee, a customary safeguard against conflicts under Delaware law. No binding agreement exists at this stage; the disclosure merely announces receipt of the proposal.
Key implications:
- Change-of-control path: If negotiations advance, shareholders could exchange stock for cash and the company would likely delist.
- Valuation anchor: The $17.25 figure now forms the public reference point for any competing bids or counter-offers, but the Committee remains free to reject or negotiate.
- Process risk: Because insiders control an unspecified stake, minority holders depend on the Committee to secure fair value. The filing offers no timeline or financing details, leaving completion uncertain.
- Regulatory steps: A definitive agreement would trigger further 8-K items, proxy materials, and potential appraisal rights under Section 262.
Until a formal merger agreement is executed, the event is material yet preliminary; investors should monitor subsequent filings for deal terms, financing commitments, and Committee recommendations.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01: Other Events
On July 18, 2025, FONAR Corporation. (the “Company”) issued a press release announcing that the Special Committee of the Board of Directors had received a supplemental letter from the Proposed Acquisition Group led by Timothy Damadian, the Company’s Chief Executive Officer, proposing a potential transaction in which the Group would acquire all of the Company’s outstanding capital stock that it does not currently own for $17.25 per share in cash.
The press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Exhibits:
99.1 Press Release dated July 18, 2025.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FONAR CORPORATION | |
| (Registrant) | |
| --------------------------------------------------------------- | |
| By /s/ John P. Collins | |
| John P. Collins | |
| General Counsel |
Dated: July 21, 2025
