Fonar Corporation SEC Filing
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Form Type
SCHEDULE 13D
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
FONAR Corp (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
344437108 (CUSIP Number) |
Dennis C. O'Rourke, Esq. Moritt Hock & Hamroff LLP, 400 Garden City Plaza Garden City, NY, 11530 516-873-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/07/2025 (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).
SCHEDULE 13D
|
| CUSIP No. | 344437108 |
| 1 |
Name of reporting person
Timothy Raymond Damadian | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
121,553.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 344437108 |
| 1 |
Name of reporting person
Luciano Benedetto Bonanni | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
54,253.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 344437108 |
| 1 |
Name of reporting person
Ronald George Lehman II | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,330.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 344437108 |
| 1 |
Name of reporting person
Richard Alan Feigenbaum | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 344437108 |
| 1 |
Name of reporting person
Xavier Patrick Rodrigo | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
37,196.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 344437108 |
| 1 |
Name of reporting person
Jevan Damadian | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
78,853.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 344437108 |
| 1 |
Name of reporting person
James Joseph Flanagan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,851.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 344437108 |
| 1 |
Name of reporting person
Kurt William Reimann | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 344437108 |
| 1 |
Name of reporting person
Janice Veroline | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,697.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 344437108 |
| 1 |
Name of reporting person
James Persoons | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
FONAR Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
110 MARCUS DR, Melville,
NEW YORK
, 11747. | |
Item 1 Comment:
This statement on Schedule 13D relates to shares of common stock, par value $0.0001 per share ("Common Stock"), of FONAR Corporation, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 110 Marcus Drive, Melville, New York 11747. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being jointly filed pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") on behalf of:
1. Timothy Raymond Damadian ("T. Damadian")
2. Luciano Benedetto Bonanni ("Bonanni")
3. Ronald George Lehman II ("Lehman")
4. Richard Alan Feigenbaum ("Feigenbaum")
5. Xavier Patrick Rodrigo ("Rodrigo")
6. Jevan Damadian ("J. Damadian")
7. James Joseph Flanagan ("Flanagan")
8. Kurt William Reimann ("Reimann")
9. Janice Veroline ("Veroline")
10. James Persoons ("Persoons")
The foregoing persons are hereinafter sometimes referred to collectively, as "Reporting Persons" and individually, as a "Reporting Person." | |
| (b) | With respect to each of T. Damadian, Bonanni, Feigenbaum, Rodrigo, J. Damadian, Flanagan, Reimann, Veroline and Persoons, the address of such person's principal office and principal place of business is 110 Marcus Drive, Melville, New York 11747-4292.
With respect to Lehman, the address of his principal office and principal place of business is c/o Sandy Hill Inc., 64 Birch Hill Rd, Locust Valley, New York 11560. | |
| (c) | T. Damadian, a natural person, is the Chairman of the Board of Directors and Chief Executive Officer of the Issuer.
Bonanni, a natural person, is the Vice President, Chief Operating Officer and Acting Principal Financial Officer of the Issuer.
Lehman, a natural person and a private equity investor, is Managing Director and Head of Investment Banking at Bruderman Advisory Group, LLC and is a partner of, and employed by, Sandy Hill Inc. Lehman is a director of the Issuer.
Feigenbaum, a natural person, is the Chief Financial Officer of Health Diagnostics Management, LLC, d/b/a Health Management Company of America ("HMCA"). HMCA is a 70% owned subsidiary of Health Management Corporation of America, which, in turn, is a wholly-owned subsidiary of the Issuer.
Rodrigo, a natural person, is the Vice President of Operations of HMCA.
J. Damadian, a natural person, is the Director of Business Development of the Issuer.
Flanagan, a natural person, is the Vice President of Project Management of HMCA.
Reimann, a natural person, is the Managing Director of HMCA.
Veroline, a natural person, is the Vice President of Human Resources of HMCA.
Persoons, a natural person, is the Vice President of New York Operations of HMCA. | |
| (d) | During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. | |
| (f) | Each Reporting Person is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
More than 60 days prior to the date of this Schedule 13D, T. Damadian acquired, personally, an aggregate of 42,700 shares of Common Stock, utilizing his own personal funds. In 2022, a trust for the benefit of T. Damadian acquired 127,482 shares of Class C common stock (convertible into 42,494 shares of Common Stock) as an inheritance in connection with the death of such Reporting Person's father, Raymond V. Damadian, the founder, former Chairman of the Board of Directors, principal Executive officer, and principal financial officer of the Company. Also in 2022, a second trust for the benefit of T. Damadian acquired 36,359 shares of Common Stock also as an inheritance in connection with the death of Raymond V. Damadian. T. Damadian has sole dispositive and voting power of the shares in both of such trusts.
More than 60 days prior to the date of this Schedule 13D, Bonanni acquired, personally, an aggregate of 7,027 shares of Common Stock utilizing his own personal funds. Bonanni was granted a total of 47,226 shares of Common Stock under the Issuer's 2010 Stock Bonus Plan in his capacity as an employee of the Issuer.
Lehman was granted by the Issuer 4,330 shares of Common Stock more than 60 days prior to the date of this Schedule 13D as part of his compensation package for being a member of the Bord of Directors of Issuer. No consideration was paid.
Rodrigo acquired the shares of Common Stock covered by this Schedule 13D from the Issuer more than 60 days prior to the date of this Schedule 13D pursuant to a bonus share grant made under the Issuer's 2010 Stock Bonus Plan and related to his employment with the Issuer's subsidiary HMCA. No consideration was paid.
In 2022, a trust for the benefit of J. Damadian acquired 127,482 shares of Class C common stock (convertible into 42,494 shares of Common Stock) as an inheritance in connection with the death of such Reporting Person's father, Raymond V. Damadian, the founder, former Chairman of the Board of Directors, principal Executive officer, and principal financial officer of the Company. Also in 2022, a second trust for the benefit of J. Damadian acquired 36,359 shares of Common Stock also as an inheritance in connection with the death of Raymond V. Damadian. J. Damadian has sole dispositive and voting power of the shares in both of such trusts.
Flanagan purchased 2,000 shares of Common Stock using personal funds for an aggregate purchase price of approximately $30,000 more than 60 days prior to the date of this Schedule 13D and was issued by the Issuer 6,851 shares of Common Stock more than 60 days prior to the date of this Schedule 13D pursuant to a bonus share grant made under the Issuer's 2010 Stock Bonus Plan and related to his employment with the Issuer's subsidiary HMCA. Kurt William Reimann purchased 2,000 shares of Common Stock more than 60 days prior to the date of this Schedule 13D using personal funds in the amount of $27,621.05.
Veroline acquired the shares of Common Stock covered by this Schedule 13D from the Issuer more than 60 days prior to the date of this Schedule 13D pursuant to a bonus share grant made under the Issuer's 2010 Stock Bonus Plan and related to her employment with the Issuer's subsidiary HMCA. No consideration was paid. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons are filing this Schedule 13D to report a change in their intentions with respect to the ownership of the securities covered by this Schedule 13D. On July 7, 2025, the Reporting Persons formed a group intention to request that the Board of Directors of the Issuer enter into discussions with the Reporting Persons to negotiate the terms of a "going private transaction" whereby the Reporting Persons would acquire, through a newly formed entity, the securities of the Issuer not currently owned by them. The Reporting Persons delivered a letter to the Issuer's Board of Directors on July 7, 2025 (the "Letter") setting forth the terms of their non-binding proposal. A copy of the Letter is attached hereto as Exhibit 2 to this Schedule 13D and is incorporated herein by reference thereto. The Reporting Persons have engaged, and intend to continue to engage, in communications with one or more officers, directors, and/or representatives or agents of the Issuer and/or other persons, and may, in the future, also engage in communications with one or more shareholders of the Issuer and other relevant parties, regarding the Issuer and the going private transaction.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may, at any time, change or reconsider their position and/or their purpose with regard to any or all of the foregoing. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions which may be taken by the Board of Directors of the Issuer, price levels of the Issuer's Common Stock, conditions in the securities market, and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, engaging in short selling of, or any hedging or similar transactions with respect to, the shares of Common Stock and/or otherwise changing their intention with respect to any and all matters referred to in this Item 4.
There can be no assurance that the Reporting Persons will pursue any going private transaction or other transaction as described above and whether any such transaction will be consummated at all. Moreover, there can be no assurance that the Reporting Persons will or will not develop any alternative plans or proposals with respect to any of the foregoing matters or take any particular action or actions with respect to some or all of their holdings in the Issuer, or as to the timing of any such matters should they be so pursued by the Reporting Persons. The Reporting Persons reserve the right, at any time and in each Reporting Person's sole discretion, to take or refrain from taking any of the actions set forth above.
Except as described in this Item 4 or would occur upon completion of any of the transactions discussed herein, as of the date of this statement the Reporting Persons have no present plan or proposal that relates to or would result in any of the matters set forth in subsections (a) through (j) of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of shares and percentage of Common Stock beneficially owned by each of the Reporting Persons, which such cover pages are incorporated herein by reference.
As of May 2, 2025, there were 6,203,465 shares of Common Stock issued and outstanding according to the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Securities and Exchange Commission on May 15, 2025. T. Damadian and Bonanni, as executive officers of the Issuer, do not believe there have been any change in such number of issued and outstanding shares of Common Stock.
As of the filing date of this Schedule 13D, T. Damadian is deemed to beneficially own 121,553 shares of Common Stock, including 42,494 shares of Common Stock into which 127,482 shares of Class C common stock held by T. Damadian or trusts in which he is trustee with dispositive and voting power over assets in such trusts are currently convertible. Accordingly, T. Damadian's the beneficial owner of approximately 1.9% of the shares of Common Stock currently issued and outstanding.
As of the filing date of this Schedule 13D, J. Damadian is deemed to beneficially own 78,853 shares of Common Stock, including 42,494 shares of Common Stock into which 127,482 shares of Class C common stock held by J. Damadian or trusts in which he is trustee with dispositive and voting power over assets in such trusts are currently convertible. Accordingly, J. Damadian's the beneficial owner of approximately 1.3% of the shares of Common Stock currently issued and outstanding.
The securities of Issuer deemed to be beneficially owned by T. Damadian and J. Damadian include shares of Common Stock which may be obtained upon conversion at any time of Series C Preferred Shares which are convertible into shares of Common Stock at the conversion rate of one share of Common Stock for each three shares of Series C Preferred Stock.
The shares of Series C Preferred Stock are entitled to 25 votes per share voting together with the Common Stock as a single class. | |
| (b) | See items 7 through 10 of the cover pages to this Schedule 13D for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition, which such cover pages are incorporated herein by reference. | |
| (c) | None of the Reporting Persons have effected any transactions in Common Stock during the past 60 days prior to the date of this Schedule 13D. | |
| (d) | To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Except for the Joint Filing Agreement, dated as of July 11, 2025, attached as Exhibit 1 to this Schedule 13D, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Joint Filing Agreement, dated as of July 11, 2025.
Exhibit 2 - Proposal Letter to the Board of Directors of Issuer dated July 7, 2025. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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