FONAR CORP SEC Filings

FONAR CORP’s Schedule 13D group reports that they now own 0% of the company following a completed cash merger. FONAR Acquisition Sub, Inc. merged into FONAR, which became a wholly owned subsidiary of FONAR, LLC on the effective date.

Each share of Common Stock and Class B Common Stock was converted into the right to receive $19.00 per share, Class C Common Stock into $6.34 per share, and Class A Preferred Stock into $10.50 per share, excluding certain shares and appraisal rights holders. Rollover stockholders contributed 214,447 Common, 254,964 Class C, and 11,708 Class A Preferred shares to FONAR, LLC as part of the equity commitments; these contributed and other excluded shares were cancelled for no consideration. The Common Stock is being delisted from Nasdaq and the issuer expects to deregister the shares under the Exchange Act, completing the going‑private process for FONR holders.

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 Corp notifies that its Common Stock has been removed from listing and/or registration on the Nasdaq Stock Market LLC under Section 12(b) of the Exchange Act. The notification certifies Nasdaq complied with the procedures in 17 CFR 240.12d2-2 and the issuer complied with Nasdaq rules for voluntary withdrawal.

FONAR CORP insider Hilary Shane reported significant net share purchases of Common Stock. Entities associated with Shane, including ODS Capital LLC and the Oliver Shane Irrevocable Trust, executed three open-market purchases totaling 267,339 shares at $19.05 per share.

After these transactions, Shane also reports direct ownership of 1,058,818 Common Stock shares, with additional indirect holdings through the related entities. The filing shows a clear net-buy pattern, indicating increased exposure to FONAR through both direct and indirect positions.

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 CORP major shareholder Hilary Shane reported an open-market purchase of 71,414 shares of common stock at $18.99 per share. The purchased shares are held indirectly through ODS Capital LLC, bringing that entity’s reported indirect holdings to 98,692 shares, alongside 791,479 shares held directly.

FONAR CORP insider Hilary L. Shane has filed an initial ownership report as a ten percent owner of the company. The filing lists direct ownership of 720,065 shares of common stock, plus additional indirect holdings through an IRA, multiple trusts, and an LLC with separate reported share positions.

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 CORP ownership update: Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation filed an amended Schedule 13G/A reporting beneficial ownership of 1,116 shares of FONAR common stock, representing 0.02% of the class as of 03/31/2026. The filing lists sole voting and dispositive power over those shares.