Fonar Corp SEC Filings

Dimensional Fund Advisors filed an Amendment No. 5 to Schedule 13G/A reporting beneficial ownership of 315,471 shares of FONAR Corp Common Stock. The filing shows a 5.1% stake and indicates sole voting power for 312,499 shares and sole dispositive power for 315,471 shares. The cover lists an as-of date of 03/31/2026 and the form is signed on 04/09/2026. The filing states these shares are owned by various Funds advised or sub-advised by Dimensional and that Dimensional disclaims beneficial ownership while reporting voting and dispositive powers in its advisory role.

The Vanguard Group amended its Schedule 13G/A for FONAR Corp common stock. The amendment states The Vanguard Group reports 0% beneficial ownership, holding 0 shares and no voting or dispositive power. The filing explains this follows an internal realignment effective January 12, 2026 under SEC Release No. 34-39538, with certain subsidiaries now reporting separately.

The signature block shows the amendment dated 03/26/2026, and the filing lists The Vanguard Group's address in Malvern, Pennsylvania. The disclosure clarifies that no single outside person holds more than 5% of the class according to the filer.

FONAR Corporation is asking stockholders to approve a merger that would take the company private under an acquisition by an Acquisition Group led by Timothy Damadian. At the Effective Time each outstanding share will convert to cash: $19.00 per share of Common Stock and Class B, $6.34 per Class C share, and $10.50 per Class A Non-voting Preferred share. The $19.00 Common price represents an approximately 29.6% premium to the unaffected close on December 29, 2025. The Board’s Special Committee unanimously recommended the Merger and an independent valuation firm rendered a fairness opinion. A Delaware stockholder lawsuit alleges Section 203 applies and seeks to enjoin the vote; the Company disputes that claim. The Merger requires both a majority of outstanding voting power and a disinterested stockholder majority as described in the proxy.

FONAR Corporation is asking stockholders to vote at a special meeting on a proposed go‑private merger under which FONAR Acquisition Sub would merge into FONAR and FONAR would become a wholly owned subsidiary of FONAR, LLC, an entity owned and controlled by Timothy Damadian.

Under the Merger Agreement, holders of Company Capital Stock and Class A Non‑voting Preferred Stock will receive cash: $19.00 per share of Common Stock and Class B Common Stock, $6.34 per share of Class C Common Stock, and $10.50 per share of Class A Non‑voting Preferred Stock. The Special Committee and the Disinterested Directors unanimously recommended the Merger. If completed, FONAR’s Common Stock will be delisted and the company will be privately held.

The proxy notes litigation alleging Section 203 consequences and explains the company will seek, and requests, a 66 2/3% approval threshold excluding shares deemed owned by the Parent Entities to address that claim. Appraisal rights under Delaware law are available to qualifying dissenting stockholders.

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 reported modest revenue growth and solid profitability for the quarter ended December 31, 2025, while advancing a related-party going‑private transaction. Quarterly net revenue rose to $25.5M from $25.0M a year earlier. Net income attributable to FONAR increased to $2.1M, with basic EPS for common stockholders improving to $0.31 from $0.29. For the first six months, revenue reached $51.6M versus $49.9M, but net income attributable to FONAR declined to $4.3M from $5.1M, and basic EPS for common stockholders fell to $0.66 from $0.76. The company maintained a strong balance sheet with $53.0M in cash and cash equivalents and total equity of $162.9M as of December 31, 2025.

On December 23, 2025, FONAR agreed to be acquired by an entity controlled by its CEO in a going‑private merger. Public stockholders are to receive $19.00 per share for Common 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, subject to stockholder approvals and other customary conditions. A special committee of independent directors approved the deal, and members of the acquiring group who are stockholders signed voting agreements in favor of the merger. After quarter‑end, a stockholder class action in Delaware sought a higher supermajority voting threshold under Delaware law; FONAR disputes the allegations.

Kayne Anderson Rudnick Investment Management, LLC filed Amendment No. 7 to report its beneficial ownership of Fonar Corp common stock. The firm reports beneficial ownership of 251,350 Fonar Ord Shs, representing 4.1% of the class as of 12/31/2025.

Kayne Anderson Rudnick has sole voting power over 223,902 shares and sole dispositive power over all 251,350 shares, with no shared voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Fonar Corp.

Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation report beneficial ownership of 315,716 shares of FONAR CORPORATION common stock, representing 5.09% of the outstanding class. They have sole voting and dispositive power over these shares, with no shared authority.

The filing notes that certain funds managed by Renaissance Technologies LLC are entitled to receive dividends and sale proceeds from these securities. The firms certify that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Fonar.

Fonar Corporation filed a Form 12b-25 to notify a late filing of its Form 10-Q for the quarter ended December 31, 2025. The company cites unexpected delays and says it needs more time to complete the financial and narrative sections.

Fonar states it expects to file the Form 10-Q within the standard extension period. The company confirms all other required periodic reports over the past 12 months have been filed and indicates it does not anticipate any significant change in results of operations versus the same quarter of the prior year.