FONAR Files Amended 'Go-Private' Plan; Damadian Family, Affiliates Involved

TL;DR

**FONAR is going private, so get ready for your shares to be bought out or delisted.**

AI Summary

FONAR Corp. (NASDAQ: FONR) filed an amended SC 13E3/A on March 23, 2026, detailing a 'going private' transaction. This filing indicates that various individuals and entities, including members of the Damadian family like Brianna Damadian and Jevan Damadian, along with groups like FONAR ACQUISITION SUB, INC. and SOPHIMAGE LLC, are involved in taking the company private. This matters to shareholders because it outlines the terms and participants of a transaction that will remove FONAR's stock from public trading, potentially impacting their investment's liquidity and valuation.

Why It Matters

This filing signals the impending delisting of FONAR Corp. stock, meaning current shareholders will no longer be able to trade their shares on a public exchange, and new investors won't be able to buy them.

Risk Assessment

Risk Level: high — The 'going private' transaction carries high risk for public shareholders as it dictates the terms under which their shares will be acquired or delisted, potentially at a price they deem unfavorable.

Analyst Insight

Investors holding FONAR Corp. stock should review the full SC 13E3/A filing to understand the terms of the 'going private' transaction, including the proposed buyout price or delisting process, and consider consulting a financial advisor regarding their options before the transaction is finalized.

Key Numbers

• 0000355019 — CIK (FONAR CORP's Central Index Key, identifying the company with the SEC.)
• 2026-03-23 — Filing Date (The date the SC 13E3/A amendment was filed, indicating the latest update on the going private transaction.)

Key Players & Entities

• FONAR CORP (company) — the subject company going private
• FONAR ACQUISITION SUB, INC. (company) — a group member involved in the going private transaction
• SOPHIMAGE LLC (company) — a group member involved in the going private transaction
• BRIANNA DAMADIAN (person) — a group member involved in the going private transaction
• JEVAN DAMADIAN (person) — a group member involved in the going private transaction
• TIMOTHY R. DAMADIAN (person) — a group member involved in the going private transaction
• HELEN DAMADIAN (person) — a group member involved in the going private transaction
• 0000355019 (company) — FONAR CORP's CIK
• 0001193125-26-120021 (dollar_amount) — SEC Accession No. for the filing
• 2026-03-23 (dollar_amount) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — ng Statement) Common stock, par value $0.0001 per share (Title of Class of Securiti
• $19.00 — receive cash in an amount equal to (i) $19.00 per share of each of Common Stock and C
• $6.34 — on Stock and Class B Common Stock, (ii) $6.34 per share of Class C Common Stock and (
• $10.50 — share of Class C Common Stock and (iii) $10.50 per share of Class A Non-voting Preferr

Filing Documents

• d60092dsc13e3a.htm (SC 13E3/A) — 157KB
• 0001193125-26-120021.txt ( ) — 161KB

From the Filing

SC 13E3/A 1 d60092dsc13e3a.htm SC 13E3/A SC 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) FONAR Corporation (Name of the Issuer) FONAR Corporation FONAR, LLC FONAR Acquisition Sub, Inc. Bill Benham Breezy Mgmt., LLC Brianna Damadian Carl Erickson Carol Naglieri Charles Green Cindy Hargrave Cynthia B. Hrubes Daniel Culver Dominick Nuzzo G5 Associates LLC Gaetano Sabatino George Krooss Gregory Heinemann Harold Tice Helen Damadian Hershowitz Limited Partnership HNA Management, LLC James Joseph Flanagan James Persoons Janice Veroline Jay Butterman Jevan Damadian John Dettori Jose Pizarro Justin Caico Karen Diethelm Kristin Randazzo Kurt William Reimann Louis Corradeno Luciano B. Bonanni Mark Decker Megan Flanagan Michael Carlin Mike Christie Peggy Anne McCann Richard A. Feigenbaum Rob Viel Robert Bernstein Robert Diamond Robert W. Heinemann, Jr. Roe Vella Brown Ronald G. Lehman II Ronald Merhige Ronald Wagner Ryan Flanagan RYJOKA Holdings, LLC Sean Flanagan Sid Prakash Sophimage LLC Thomas Gemma Timothy R. Damadian Tresina O'Rawe Vincent Orrico Wendy Heinemann Xavier Patrick Rodrigo (Names of Persons Filing Statement) Common stock, par value $0.0001 per share (Title of Class of Securities) 344437 10 8 (CUSIP Number of Class of Securities) John P. Collins FONAR Corporation 110 Marcus Drive Melville, New York 11747 (631) 694-2929 Timothy R. Damadian FONAR, LLC 265 Spagnoli Road, Suite 200 Melville, New York 11747 (516) 454-0700 With copies to: Jon Venick, Esq. DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020 (212) 335-4500 Denis A. Dufresne, Esq. Meister Seelig & Fein PLLC 125 Park Avenue - 7th Floor New York, New York 10017 (212) 655-3500 Dennis C. O'Rourke, Esq. Moritt Hock & Hamroff LLP 400 Garden City Plaza Garden City, New York 11530 (516) 873-2000 (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement) This statement is filed in connection with (check the appropriate box): a. The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. The filing of a registration statement under the Securities Act of 1933. c. A tender offer. d. None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: Check the following box if the filing is a final amendment reporting the results of the transaction: Introduction This Amendment No. 1 (" Amendment No. 1 ") to the Transaction Statement on Schedule 13E-3 (as amended, this " Transaction Statement ") is being filed with the U.S. Securities and Exchange Commission (the " SEC ") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), jointly by the following persons (each, a " Filing Person " and, collectively, the " Filing Persons "): (1) FONAR Corporation, a Delaware corporation (" FONAR " or the " Company ") and the issuer of the common stock, par value $0.0001 per share, of FONAR (the " Common Stock "), the Class B common stock, par value $0.0001 per share, of FONAR (the " Class B Common Stock "), the Class C common stock, par value $0.0001 per share, of FONAR (the " Class C Common Stock ," and collectively with the Common Stock and the Class B Common Stock, the " Company Capital Stock "), and the Class A Non-voting preferred stock, par value $0.0001 per share, of FONAR (the " Class A Non-voting Preferred Stock "), that is the subject of the Rule 13e-3 transaction for which this Transaction Statement is being filed with the SEC; (2) FONAR, LLC, a Delaware limited liability company (" Parent "); (3) FONAR Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (" Merger Sub "); and (4) each of the following: Bill Benham Breezy Mgmt., LLC Brianna Damadian Carl Erickson Carol Naglieri Charles Green Cindy Hargrave Cynthia B. Hrubes Daniel Culver Dominick Nuzzo G5 Associates LLC Gaetano Sabatino George Krooss Gregory Heinemann Harold Tice Helen Damadian Hershowitz Limited Partnership HNA Management, LLC James Joseph Flanagan James Persoons Janice Veroline Jay Butterman Jevan Damadian John Dettori Jose Pizarro Justin Caico Karen Diethelm Kristin Randazzo Kurt William Reimann Louis Corradeno Luciano B. Bonanni Mark Decker Megan Flanagan Michael Carlin Mike Christie Peggy Anne McCann Richard A. Feigenbaum Rob Viel Robert Bernstein Robert Diamond Robert W. Heinemann, Jr. Roe Vel

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