false
0000355019
0000355019
2025-07-09
2025-07-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 9,
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 9, 2025, FONAR Corporation. (the “Company”) issued a press release announcing that it had received a letter from
Timothy Damadian, its Chief Executive Officer, proposing a potential transaction in which a Proposed Acquisition Group led by
Timothy Damadian, and consisting of certain members of the management team and Board of Directors of FONAR Corporation and third
parties would acquire all of the Company’s outstanding capital stock that it does not currently own. The price per share
is anticipated to be “at a premium of no less than 10% to the average closing market price of FONAR’s common stock for
the 90 trading days immediately preceding July 1, 2025”.
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 9, 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/ Timothy R. Damadian
Timothy
R. Damadian
President
and CEO
Dated:
July 9, 2025