STOCK TITAN

Cash merger takes FONAR (FONR) private with fixed per-share payouts

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Insights

FONAR completes a cash going‑private merger, with reporting group exiting ownership.

The filing shows that FONAR CORP has been taken private via a merger with an acquisition vehicle controlled by FONAR, LLC. Public shareholders receive fixed cash per share by class, while a defined rollover group contributed shares into the buyer entity.

Common and Class B holders are entitled to $19.00 per share, Class C holders to $6.34, and Class A Preferred holders to $10.50, subject to usual exclusions and appraisal rights. Rollover stockholders contributed 214,447 Common, 254,964 Class C, and 11,708 Class A Preferred shares, which were then cancelled.

After the June 3, 2026 effective date, the reporting persons beneficially own 0% of the Common Stock. The stock is being delisted from the Nasdaq Stock Market LLC and the issuer expects to file Form 15 to terminate Exchange Act registration, shifting any remaining investor information access to private‑company channels.

Common & Class B merger price $19.00 per share Per Share Merger Consideration for Common Stock and Class B Common
Class C merger price $6.34 per share Per Share Merger Consideration for Class C Common Stock
Class A Preferred merger price $10.50 per share Per Share Merger Consideration for Class A Preferred Stock
Contributed Common shares 214,447 shares Common Stock contributed to FONAR, LLC by rollover stockholders
Contributed Class C shares 254,964 shares Class C Common Stock contributed to FONAR, LLC
Contributed Preferred shares 11,708 shares Class A Preferred Stock contributed to FONAR, LLC
Wagner open-market sale 100 shares at $18.80 Common Stock sold April 21, 2026 before merger cash contribution
Reported ownership after merger 0.00% of Common Stock Each reporting person’s beneficial ownership following merger transactions
Per Share Merger Consideration financial
"such cash amount set forth in clause (i), (ii) or (iii), as applicable, the "Per Share Merger Consideration""
Equity Commitment Agreements financial
"the Issuer entered into equity subscription agreements (the "Equity Commitment Agreements") with the Reporting Persons"
Excluded Shares financial
"including the Contributed Shares and securities held as treasury shares (collectively, "Excluded Shares")"
statutory rights of appraisal regulatory
"stockholders who have properly and validly exercised their statutory rights of appraisal in respect of such Shares"
Form 25 regulatory
"On June 3, 2026, the Nasdaq Stock Market LLC filed a Form 25 to delist the Common Stock"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"The Issuer expects to file a Form 15 in order to deregister all shares of Common Stock"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
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344437108

(CUSIP Number)
Timothy R. Damadian
FONAR, LLC, 265 Spagnoli Road
Melville, NY, 11747
(516) 454-0700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/03/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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FONAR, LLC
Signature:/s/ Timothy Damadian
Name/Title:Timothy Damadian/Manager
Date:06/03/2026
FONAR Acquisition Sub, Inc.
Signature:/s/ Timothy Damadian
Name/Title:Timothy Damadian/President
Date:06/03/2026
Bill Benham
Signature:/s/Bill Benham
Name/Title:Bill Benham
Date:06/03/2026
Breezy Mgmt., LLC.
Signature:/s/ Julie Eckert
Name/Title:Julie Eckert/Managing Member
Date:06/03/2026
Robert Diamond
Signature:/s/ Robert Diamond
Name/Title:Robert Diamond
Date:06/03/2026
Brianna Damadian
Signature:/s/ Brianna Damadian
Name/Title:Brianna Damadian
Date:06/03/2026
Carl Erickson
Signature:/s/ Carl Erickson
Name/Title:Carl Erickson
Date:06/03/2026
Carol Naglieri
Signature:/s/ Carol Naglieri
Name/Title:Carol Naglieri
Date:06/03/2026
Charles Green
Signature:/s/ Charles Green
Name/Title:Charles Green
Date:06/03/2026
Cindy Hargrave
Signature:/s/ Cindy Hargrave
Name/Title:Cindy Hargrave
Date:06/03/2026
Cynthia B. Hrubes
Signature:/s/ Cynthia B. Hrubes
Name/Title:Cynthia B. Hrubes
Date:06/03/2026
Daniel Culver
Signature:/s/ Daniel Culver
Name/Title:Daniel Culver
Date:06/03/2026
Dominick Nuzzo
Signature:/s/ Dominick Nuzzo
Name/Title:Dominick Nuzzo
Date:06/03/2026
G5 Associates LLC
Signature:/s/ Steven Gentile
Name/Title:Steven Gentile/Manager
Date:06/03/2026
Gaetano Sabatino
Signature:/s/ Gaetano Sabatino
Name/Title:Gaetano Sabatino
Date:06/03/2026
George Krooss
Signature:/s/ George Krooss
Name/Title:George Krooss
Date:06/03/2026
Gregory Heinemann
Signature:/s/ Gregory Heinemann
Name/Title:Gregory Heinemann
Date:06/03/2026
Harold Tice
Signature:/s/ Harold Tice
Name/Title:Harold Tice
Date:06/03/2026
Helen Damadian
Signature:/s/ Helen Damadian
Name/Title:Helen Damadian
Date:06/03/2026
Hershowitz Limited Partnership
Signature:/s/ Stephen Hershowitz
Name/Title:Stephen Hershowitz/General Partner
Date:06/03/2026
HNA Management, LLC
Signature:/s/ Nancy Persoons
Name/Title:Nancy Persoons/Managing Member
Date:06/03/2026
James Joseph Flanagan
Signature:/s/ James Joseph Flanagan
Name/Title:James Joseph Flanagan
Date:06/03/2026
James Persoons
Signature:/s/ James Persoons
Name/Title:James Persoons
Date:06/03/2026
Janice Veroline
Signature:/s/ Janice Veroline
Name/Title:Janice Veroline
Date:06/03/2026
Jay Butterman
Signature:/s/ Jay Butterman
Name/Title:Jay Butterman
Date:06/03/2026
Jevan Damadian
Signature:/s/ Jevan Damadian
Name/Title:Jevan Damadian
Date:06/03/2026
John Dettori
Signature:/s/ John Dettori
Name/Title:John Dettori
Date:06/03/2026
Jose Pizarro
Signature:/s/ Jose Pizarro
Name/Title:Jose Pizarro
Date:06/03/2026
Justin Caico
Signature:/s/ Justin Caico
Name/Title:Justin Caico
Date:06/03/2026
Karen Diethelm
Signature:/s/ Karen Diethelm
Name/Title:Karen Diethelm
Date:06/03/2026
Kristin Randazzo
Signature:/s/ Kristin Randazzo
Name/Title:Kristin Randazzo
Date:06/03/2026
Kurt William Reimann
Signature:/s/ Kurt William Reimann
Name/Title:Kurt William Reimann
Date:06/03/2026
Louis Corradeno
Signature:/s/ Louis Corradeno
Name/Title:Louis Corradeno
Date:06/03/2026
Luciano B. Bonanni
Signature:/s/ Luciano B. Bonanni
Name/Title:Luciano B. Bonanni
Date:06/03/2026
Mark Decker
Signature:/s/ Mark Decker
Name/Title:Mark Decker
Date:06/03/2026
Megan Flanagan
Signature:/s/ Megan Flanagan
Name/Title:Megan Flanagan
Date:06/03/2026
Michael Carlin
Signature:/s/ Michael Carlin
Name/Title:Michael Carlin
Date:06/03/2026
Mike Christie
Signature:/s/ Mike Christie
Name/Title:Mike Christie
Date:06/03/2026
Peggy Anne McCann
Signature:/s/ Peggy Anne McCann
Name/Title:Peggy Anne McCann
Date:06/03/2026
Richard Alan Feigenbaum
Signature:/s/ Richard Alan Feigenbaum
Name/Title:Richard Alan Feigenbaum
Date:06/03/2026
Rob Viel
Signature:/s/ Rob Viel
Name/Title:Rob Viel
Date:06/03/2026
Robert Bernstein
Signature:/s/ Robert Bernstein
Name/Title:Robert Bernstein
Date:06/03/2026
Robert W. Heinemann Jr.
Signature:/s/ Robert W. Heinemann Jr.
Name/Title:Robert W. Heinemann Jr.
Date:06/03/2026
Roe Vella Brown
Signature:/s/ Roe Vella Brown
Name/Title:Roe Vella Brown
Date:06/03/2026
Ronald Merhige
Signature:/s/ Ronald Merhige
Name/Title:Ronald Merhige
Date:06/03/2026
Ronald G. Lehman II
Signature:/s/ Ronald G. Lehman II
Name/Title:Ronald G. Lehman II
Date:06/03/2026
Ronald Wagner
Signature:/s/ Ronald Wagner
Name/Title:Ronald Wagner
Date:06/03/2026
RYJOKA Holdings, LLC
Signature:/s/ Joe Davi
Name/Title:Joe Davi/Managing Member
Date:06/03/2026
Ryan Flanagan
Signature:/s/ Ryan Flanagan
Name/Title:Ryan Flanagan
Date:06/03/2026
Sid Prakash
Signature:/s/ Sid Prakash
Name/Title:Sid Prakash/Managing Member
Date:06/03/2026
Sophimage LLC
Signature:/s/ Bill O'Reilly
Name/Title:Bill O'Reilly /Managing Member
Date:06/03/2026
Thomas Gemma
Signature:/s/ Thomas Gemma
Name/Title:Thomas Gemma
Date:06/03/2026
Timothy Raymond Damadian
Signature:/s/ Timothy Raymond Damadian
Name/Title:Timothy Raymond Damadian
Date:06/03/2026
Tresina O'Rawe
Signature:/s/ Tresina O'Rawe
Name/Title:Tresina O'Rawe
Date:06/03/2026
Vincent Orrico
Signature:/s/ Vincent Orrico
Name/Title:Vincent Orrico
Date:06/03/2026
Wendy Heinemann
Signature:/s/ Wendy Heinemann
Name/Title:Wendy Heinemann
Date:06/03/2026
Xavier Patrick Rodrigo
Signature:/s/ Xavier Patrick Rodrigo
Name/Title:Xavier Patrick Rodrigo
Date:06/03/2026

FAQ

What does the FONAR (FONR) Schedule 13D/A Amendment No. 3 disclose?

The amendment discloses that the reporting group now owns 0% of FONAR’s Common Stock after a cash merger closed. Their shares were either cashed out at set prices or contributed and cancelled, and the company is being delisted and deregistered from U.S. public markets.

What cash did FONAR (FONR) shareholders receive in the merger?

Each share of FONAR Common Stock and Class B received $19.00 in cash, Class C Common received $6.34, and Class A Preferred received $10.50. These amounts are without interest and subject to required tax withholding, excluding specified treasury, contributed, and appraisal shares.

Who are the rollover stockholders in the FONAR (FONR) transaction and what did they contribute?

Rollover stockholders are reporting persons that signed equity commitment agreements and contributed shares to FONAR, LLC. In total they contributed 214,447 Common shares, 254,964 Class C shares, and 11,708 Class A Preferred shares, which were treated as excluded shares and cancelled with no merger consideration.

What happens to FONAR (FONR) stock after the merger closes?

After the merger, FONAR’s Common Stock is being delisted from the Nasdaq Stock Market LLC, following a Form 25 filing. The issuer also expects to file a Form 15 to deregister the Common Stock under the Exchange Act, completing its transition from a public to private company.

Why do the FONAR (FONR) reporting persons now show 0% beneficial ownership?

The reporting persons contributed all of their FONAR equity to FONAR, LLC or received cash merger consideration. At the effective time of the merger, all contributed and other excluded shares were cancelled for no consideration, so each reporting person ceased to own more than 5% and now reports 0% ownership.

Were there any recent open-market trades before FONAR (FONR) went private?

Yes. On April 21, 2026, Wagner sold 100 shares of FONAR Common Stock at $18.80 per share through a broker on the open market. Under his equity commitment agreement, he then contributed cash equal to the aggregate per share merger consideration for those shares on the merger effective date.