[8-K] Fonar Corporation Reports Material Event

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Act of 1934

Date of Report (Date of earliest event reported): July 18, 2025

 

FONAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		0-10248		11-2464137
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
		110 Marcus Drive, Melville, New York 11747 (631) 694-2929
		(Address, including zip code, and telephone number of registrant’s principal executive office)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act 17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act.

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $.0001 par value		FONR		Nasdaq Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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