Every 8-K that Fonar Corporation (FONR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FONR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FONR filings page.
FONAR Corporation completed its previously announced merger with FONAR, LLC on June 3, 2026, becoming a wholly owned subsidiary of the buyer. To help finance the transaction, Parent and FONAR entered into a new credit agreement providing a $20 million term loan and a $15 million revolving credit facility, secured by substantially all assets of the borrowers and guarantors.
At the merger’s effective time, each share of FONAR stock was converted into cash: $19.00 per share for Common Stock and Class B Common Stock, $6.34 per share for Class C Common Stock, and $10.50 per share for Class A Non‑voting Preferred Stock, all subject to withholding taxes. Excluded shares were cancelled without payment. FONAR has requested Nasdaq delist its common stock and plans to terminate its SEC reporting obligations, marking a full transition to private ownership and a change in control of the company.
FONAR Corporation stockholders approved the company’s planned merger with FONAR, LLC’s subsidiary at a special meeting held on May 28, 2026. The merger proposal received 13,124,769 votes in favor, 551,079 against and 17,171 abstentions for overall Company Stockholder Approval.
Disinterested stockholders also approved the deal with 3,279,090 votes in favor. A separate Section 203 Approval under Delaware law passed with 6,502,501 votes for. With all required approvals obtained and a quorum of 87.01% of voting power represented, the parties expect the merger to close on June 3, 2026, subject to remaining conditions.
FONAR Corporation filed an 8-K to voluntarily supplement its definitive proxy statement and Schedule 13E-3 for the proposed going‑private merger with an affiliate of CEO Timothy Damadian. The company received demand letters and draft complaints alleging disclosure issues but believes its prior disclosures already complied with law.
The new language clarifies that strategic alternatives, including a going‑private deal, have been evaluated since June 2021, that non‑disclosure agreements lack “don’t ask‑don’t waive” standstills, and that no bidder is barred from making a topping offer. It also details the Special Committee’s selection of independent counsel Meister Seelig & Fein and confirms no other recent engagements.
Valuation disclosures from Marshall & Stevens now include explicit cash‑flow and liquidation scenario figures and a fully diluted share count, leading to an indicated equity value of $14.63 per share. FONAR further states there were no negotiations over individual post‑merger employment or compensation arrangements for its officers or directors.
FONAR Corporation reported softer results for the fiscal 2026 third quarter while progressing on a proposed take-private merger. Total revenues-net for the quarter ended March 31, 2026 slipped 3% to $26.5 million, and net income fell 25% to $2.3 million, with diluted EPS to common stockholders down to $0.24 from $0.37. For the nine-month period, revenues were $78.1 million versus $77.1 million, but net income declined to $7.5 million from $9.3 million and diluted EPS to common stockholders decreased to $0.89 from $1.12. Operating cash flow for the nine months dropped to $3.4 million from $7.0 million.
The imaging management subsidiary HMCA remains the primary growth driver, with MRI scan volumes reaching 55,660 in the quarter and 165,612 for the nine months, both modestly higher than prior periods. FONAR maintains a strong balance sheet, with $53.8 million in cash and equivalents and total stockholders’ equity of $178.6 million as of March 31, 2026.
The company also highlighted a previously announced merger agreement for a going-private transaction led by its CEO and COO. Closing is subject to conditions including a requisite stockholder vote at a special meeting scheduled for May 28, 2026, and the company has suspended share repurchases while this process is underway.
FONAR Corporation reported mixed results for the second quarter of fiscal 2026 while progressing toward a proposed take‑private merger. For the quarter ended December 31, 2025, total revenues-net rose 2% to $25.5 million, and net income increased 15% to $2.5 million, with diluted EPS for common stockholders up to $0.31 from $0.29. For the six‑month period, total revenues‑net grew 3% to $51.6 million, but net income fell 16% to $5.2 million and diluted EPS declined to $0.66 from $0.74, reflecting higher costs over the half year. Operating cash flow for the six months dropped to $1.9 million from $3.9 million. The balance sheet remained solid, with $53.1 million in cash and equivalents and total stockholders’ equity of $162.9 million at December 31, 2025. FONAR’s HMCA subsidiary now manages 45 MRI scanners, and management highlighted growing scan volumes and the addition of a high‑field MRI at a New York site. The company also reminded investors that it has entered into a definitive merger agreement for a proposed take‑private transaction, with a proxy statement and Schedule 13E‑3 to be filed and mailed in connection with a stockholder vote.
FONAR Corporation filed an 8‑K to announce that it reported results for the first quarter of Fiscal 2026, which ended September 30, 2025. The company furnished a press release dated November 10, 2025 under Exhibit 99.1.
FONAR’s common stock trades on the Nasdaq Stock Exchange under the symbol FONR.
Fonar Corporation (Nasdaq: FONR) filed a Form 8-K on June 23, 2025 to disclose a governance change under Item 5.02. Claudette J.V. Chan, a member of the Board of Directors and the Company’s Secretary, notified the Company of her intention to retire effective June 19, 2025. The filing explicitly states that Ms. Chan cited no disagreements with the Company’s operations, policies, or practices. No successor appointments, financial updates, or additional corporate actions were included in the report.
President & CEO Timothy R. Damadian signed the filing, confirming compliance with SEC disclosure requirements. Aside from the routine leadership transition, the 8-K contains no material financial data or strategic changes.