FONAR CORP

FONAR CORP NY false 0000355019 0000355019 2026-05-21 2026-05-21 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): May 21, 2026 FONAR CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-10248 11-2464137 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 110 Marcus Drive , Melville , New York 11747 ( 631 ) 694-2929 (Address, including zip code, and telephone number of registrant’s principal executive office) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act. Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock, $.0001 par value FONR The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 8.01 Other Events. As previously disclosed, on December 23, 2025, FONAR Corporation (the “ Company ” or “ FONAR ”) entered into an Agreement and Plan of Merger, dated as of December 23, 2025 (as it may be amended, supplemented or modified from time to time, the “ Merger Agreement ”), by and among FONAR, LLC, a Delaware limited liability company (“ Parent ”), FONAR Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ” and together with Parent, the “ Parent Entities ”), and the Company. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, upon the closing of the transaction (the “ Closing ”), Merger Sub will merge with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are each affiliated with and owned and controlled, directly or indirectly, by Timothy Damadian, the Chief Executive Officer and Chairman of the board of directors of the Company (the “ FONAR Board ”), who currently serves as the sole manager of Parent. On April 16, 2026, the Company filed a definitive proxy statement (the “ Definitive Proxy Statement ”) and related Transaction Statement on Schedule 13E-3/A (the “ Transaction Statement ”) with the Securities and Exchange Commission (the “ SEC ”) in connection with the proposed Merger, for use at a special meeting of the Company’s stockholders (the “ Special Meeting ”) scheduled to be held on May 28, 2026, at 11:00 a.m. New York time, by means of remote communication via a live interactive webcast on the internet at www.virtualshareholdermeeting.com/FONR2026SM. Litigation Related to the Merger In addition to the already disclosed litigation related to the Merger, between March 16, 2026 and May 15, 2026, a series of demand letters and certain associated draft complaints were also sent to FONAR by counsel for purported stockholders of FONAR, alleging deficiencies in the Company’s disclosures. FONAR believes that the allegations in the complaints and letters described above are without merit. FONAR also believes that the disclosures set forth in the Definitive Proxy Statement and Transaction Statement comply fully with all applicable law, and do not need to be supplemented. Nevertheless, solely to avoid the nuisance, risks, costs, and uncertainties inherent in disputes concerning these types of allegations, including the possibility that any such claim could delay or adversely affect the Merger, and allow FONAR’s stockholders to vote on the Merger at the Special Meeting, the Company has determined voluntarily to supplement certain disclosures in the Definitive Proxy Statement and Transaction Statement with the supplemental disclosures set forth below. Nothing in this Current Report on Form 8-K (this “ Current Report ”) shall be deemed an admission of the legal merit of the various litigation matters described above or the allegations made therein, or of the necessity, or materiality under applicable laws, of any of the disclosures set forth herein. Supplemental Disclosures The following supplemental disclosures should be read in conjunction with the Definitive Proxy Statement and the Transaction Statement, each of which should be read in its entirety. The inclusion in the supplemental disclosures of certain information should not be regarded as an indication that any of the Company or its affiliates, officers, directors or other representatives, or any other recipient of this information, considered, or now considers, it to be material, and such information should not be relied upon as such. Defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement. For clarity, new text within restated paragraphs from the Definitive Proxy Statement is highlighted with bold, underlined text , and deleted text within restated paragraphs from the Definitive Proxy Statement is highlighted with strikethrough text . The disclosure under the heading “Special Factors—Background of the Merger” is hereby supplemented by editing the first sentence of the last two paragraphs on page 34 of the Definitive Proxy Statement (with new text in bold and underlined and deleted text in strikethrough): Beginning in December June 2021 and from time to time thereafter, as part of the Company’s ongoing consideration and evaluation of potential business opportunities, goals and plans, the Company, the FONAR Board and management explored the feasibility of various strategic transactions involving the Company to enhance stockholder value. Such strategic transactions included possible strategic opportunities that would enable the Company to expand into new markets and the possibility of a “going private” transaction. … From time to time, beginning in December June 2021, Mr. Damadian and Mr. Bonanni began to consider whether or not it would be possible to take the Company private by purchasing all of the outstanding shares held by the Company’s public stockholders. The disclosure under the heading “Special Factors—Background of the Merger” is hereby supplemented by adding to the end of the first full paragraph on page 35 of the Definitive Proxy Statement the following sentence: The non-disclosure agreements did not contain any “don’t ask-don’t waive” standstill or similar provisions which would apply after public announcement of the execution of an acquisition agreement by FONAR with a third party such that no counterparty to any such non-disclosure agreement would be limited from making an offer or entering into discussions, negotiations, agreements or understandings with respect to a possible transaction resulting from an acquisition inquiry or Takeover Proposal and/or Superior Proposal. In addition, no alternative bidder is precluded from submitting a topping bid for the Company by the terms of a confidentiality or non-disclosure agreement. The disclosure under the heading “Special Factors—Background of the