Welcome to our dedicated page for FONAR SEC filings (Ticker: FONR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
FONAR Corporation filings document the public-company record for its MRI scanner and diagnostic imaging management business. Proxy materials cover board elections, advisory executive-compensation votes and auditor ratification, while Form 8-K reports disclose operating results, governance changes and other material events.
The filing record also includes capital-structure and material-agreement disclosures, shareholder voting matters and notices related to periodic reporting, including Form 12b-25 notifications for delayed quarterly reports. These documents frame FONAR's reporting obligations around financial results, governance, shareholder voting and corporate events.
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.
FONAR Corp received a Schedule 13G reporting a significant ownership position by the Hilary L. Shane Revocable Trust and Hilary L. Shane. The filing states beneficial ownership of 413,206 shares of FONAR common stock, representing 6.66% of the outstanding class. All of these shares are reported with shared voting and shared dispositive power, with no sole voting or dispositive power.
The report is filed on a passive basis, with the certifying statement that the securities were not acquired and are not held for the purpose of changing or influencing control of FONAR Corp, and are not part of any control-related transaction.
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 reported Q1 FY2026 results for the three months ended September 30, 2025. Total revenue was $26.043 million, up 4.3% year over year, while operating income fell to $3.194 million from $4.606 million as costs rose faster than sales. Net income attributable to FONAR was $2.264 million, and net income available to common stockholders was $2.120 million, with basic and diluted EPS of $0.34.
Growth was led by management and other fees and higher product and service activity. The company performed 55,106 scans, up from 53,054. Expenses increased 12.2% to $22.849 million, reflecting a prior-year $600,000 over‑accrual benefit, costs tied to the proposed going‑private transaction, IT and cybersecurity spending, and a $100,000 credit loss reserve increase primarily related to American Transit Insurance Company.
Cash and equivalents were $54.276 million (down from $56.334 million at June 30, 2025). Operating cash flow was $1.689 million; investing used $2.367 million and financing used $1.380 million. A CEO/COO‑led group submitted a non‑binding proposal on July 7, 2025 to acquire all outstanding equity; a Special Committee is negotiating, and no definitive agreements have been executed. The stock repurchase plan remains suspended, with $2.928 million authorization remaining.
FONAR Corporation (Form 10-K) reported consolidated financial and operational details for fiscal 2025, highlighting its continued majority ownership of Health Diagnostics Management (HDM) and material credit reserving. The company sold a non-controlling interest for $132,000, leaving a direct HDM ownership of 70.63% and investors with 29.37%. Management tested internal controls over patient fee revenue, CECL estimates and IT general controls for its billing systems.
The filing discloses an allowance for credit losses of $4,366,000, recorded valuation allowances against state net operating losses, and detailed share activity including repurchases: the company repurchased 114,588 shares at a cost of $1,806,646 and cancelled 124,829 shares valued at $1,963,385. The company derives a large portion of revenues from no-fault and personal injury protection (about 67% of net revenues).