FONAR CORP Files 8-K for Material Definitive Agreement
Ticker: FONR · Form: 8-K · Filed: Dec 30, 2025 · CIK: 355019
Sentiment: neutral
Topics: material-agreement, definitive-agreement
TL;DR
FONAR just signed a big deal, details TBD.
AI Summary
On December 23, 2025, FONAR CORP entered into a material definitive agreement. The filing does not disclose the specific terms or parties involved in this agreement, only that it is a significant event requiring disclosure.
Why It Matters
This filing indicates a significant new contract or partnership for FONAR CORP, which could impact its future revenue and operations.
Risk Assessment
Risk Level: medium — The lack of specific details about the material definitive agreement introduces uncertainty about its impact on the company.
Key Players & Entities
- FONAR CORP (company) — Registrant
- December 23, 2025 (date) — Date of earliest event reported
FAQ
What is the nature of the material definitive agreement entered into by FONAR CORP?
The filing does not specify the nature of the agreement, only that it is a material definitive agreement.
Who are the parties involved in the material definitive agreement?
The filing does not disclose the names of the other parties to the agreement.
What is the effective date of the material definitive agreement?
The earliest event reported is December 23, 2025, which is the date of the report.
Are there any financial terms disclosed for this agreement?
No financial terms or dollar amounts related to the agreement are disclosed in this filing.
Why is this agreement considered 'material'?
The filing states it is a 'material definitive agreement' as per Item 1.01 of Form 8-K, implying it is significant enough to warrant public disclosure, but does not elaborate on the specific reasons for its materiality.
Filing Stats: 4,587 words · 18 min read · ~15 pages · Grade level 20 · Accepted 2025-12-29 20:56:28
Key Financial Figures
- $0.0001 — ders of (a) the common stock, par value $0.0001 per share, of the Company (the "Company
- $19.00 — automatically into the right to receive $19.00 per share, (B) each issued and outstand
- $6.34 — automatically into the right to receive $6.34 per share, and (C) each issued and outs
- $10.50 — automatically into the right to receive $10.50 per share, in each instance, without in
- $450,000 — o pay Parent a termination fee equal to $450,000, including the aggregate dollar amount
- $35,000,000 — ebt financing in an aggregate amount of $35,000,000, (ii) executed debt subscription agreem
- $10,000,000 — financing in an amount of not less than $10,000,000 (the transactions described in the fore
- $45,000,000 — curities) in an amount of not less than $45,000,000 (the "Equity Financing" and, together w
Filing Documents
- fonar_8-k.htm (8-K) — 76KB
- fonar_exhibit-2.htm (EX-2) — 371KB
- fonar_exhibit-10.htm (EX-10) — 44KB
- fonar_exhibit-99.htm (EX-99) — 27KB
- fonar_logo.jpg (GRAPHIC) — 3KB
- 0001731122-25-001734.txt ( ) — 814KB
- fonr-20251223.xsd (EX-101.SCH) — 3KB
- fonr-20251223_lab.xml (EX-101.LAB) — 33KB
- fonr-20251223_pre.xml (EX-101.PRE) — 22KB
- fonar_8-k_htm.xml (XML) — 3KB
From the Filing
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): December 23, 2025 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 1.01 Entry into a Material Definitive Agreement. Merger Agreement On December 23, 2025, FONAR Corporation, a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with FONAR, LLC, a Delaware limited liability company ("Parent"), and FONAR Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to the satisfaction of the conditions set forth in the Merger Agreement, Parent will acquire all of the issued and outstanding shares of the Company (other than shares owned by Parent, the Company or any of their respective wholly owned subsidiaries, and Dissenting Shares, as defined below), for an amount in cash equal to the Merger Consideration (as defined below). Parent was formed by a group of individuals led by the Company's Chief Executive Officer, Timothy Damadian, and consisting of various executives and employees of the Company, including Chief Operations Officer Luciano Bonanni and director Ron Lehman, who are members of Parent holding equity interests of Parent (such individuals, collectively with Parent and Merger Sub, the "Acquisition Group"). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, upon the Closing (as defined below) of the Transactions (as defined below), Merger Sub will merge with and into the Company (the "Merger," and collectively with the other transactions contemplated by the Merger Agreement, the "Transactions"), and the separate corporate existence of Merger Sub will cease. The Company will be the surviving corporation in the Merger as a wholly owned subsidiary of Parent. A special committee of the board of directors of the Company (the "Board"), consisting solely of independent and disinterested members of the Board (the "Special Committee"), has unanimously (i) determined that the terms of the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the holders of (a) the common stock, par value $0.0001 per share, of the Company (the "Company Common Stock"), (b) the Class B common stock, par value $0.0001 per share, of the Company (the "Company Class B Common Stock"), (c) the Class C common stock, par value $0.0001 per share, of the Company (the "Company Class C Common Stock," and, collectively with the Company Common Stock and the Company Class B Common Stock, the "Company Capital Stock"), and (d) the Class A non-voting preferred stock, par value $0.0001 per share, of the Company (the "Company Class A Preferred Stock") (excluding the holders of Parent Cancelled Shares, as defined below), (ii) recommended to the disinterested members of the Board that the Board (A) adopt resolutions approving, adopting and declaring advisable the Merger Agreement and the Transactions, including the Merger, and (B) submit the Merger Agreement and the Merger to the Company's stockholders fo