[8-K] Fonar Corporation Reports Material Event
- None.
- None.
Insights
CEO-led group signals intent to take FONAR private at ~10% premium; only a proposal so valuation and closing risk remain.
The filing discloses that CEO Timothy Damadian and a “Proposed Acquisition Group” intend to purchase every FONAR share they do not already own. The price is described as “a premium of no less than 10% to the average closing market price for the 90 trading days prior to July 1, 2025.” Because the letter is merely a proposal, no definitive agreement, financing commitment, or timeline is in place. Under Item 8.01, the board is now obligated to evaluate strategic alternatives and establish an independent committee to negotiate or decline. A 10 % premium is modest by public-to-private standards; the market often sees 20-30 % for control. If negotiations advance, the share price could anchor around the indicated level, but there is meaningful downside if talks fail. The announcement is therefore price-sensitive yet preliminary, making the impact real but not decisively favorable.
Management buyout creates conflict; independent directors must safeguard minority holders.
The proposal originates from insiders who already own shares and possess material non-public information. That places heightened fiduciary pressure on independent directors to run a robust, arms-length process—typically by forming a special committee, hiring external advisers, and possibly soliciting third-party bids. The 8-K offers no detail on such safeguards yet. A minimum 10 % premium may undervalue the company if growth prospects or synergistic value exist; minority shareholders could challenge fairness in court if procedures lapse. Conversely, if the board secures a higher bid or improved terms, holders stand to benefit. Until the committee structure, fairness-opinion process, and financing clarity emerge, the proposal’s governance impact is neutral: neither clearly beneficial nor outright harmful, but laden with process risk that demands monitoring.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
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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)
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By /s/ Timothy R. Damadian
Timothy R. Damadian
President and CEO
Dated: July 9, 2025
