8-K
filed June 3, 2026, 4:11 PM ET
ticker FONR
CIK 0000355019
M&A
confidence high
sentiment neutral
materiality 1.00
FONAR CORP (FONR): debt financing — FONAR completes going-private merger; stockholders receive $19.00–$10.50 per share
FONAR CORP
- Common and Class B common holders get $19.00/share; Class C gets $6.34; Class A preferred gets $10.50.
- Parent entered $20M term loan and $15M revolver with OceanFirst Bank to finance the transaction.
- Nasdaq listing suspended as of June 3, 2026; Form 15 will be filed to deregister common stock.
- Directors Ronald G. Lehman II, Richard E. Turk, Jessica Maher, Robert M. Carrino resigned effective at closing.
- Certificate of incorporation amended and restated; company now wholly owned subsidiary of FONAR, LLC.
Featured in Daily 8-K Digest
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
FONAR CORP incurred revolving credit of $15 million with OceanFirst Bank, N.A..
- Instrument
- revolving credit
- Principal
- $15 million
- Counterparty
- OceanFirst Bank, N.A.
- Event
- incurrence
Exact text from the filing
a revolving credit facility in an aggregate principal amount equal to $15 million
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
FONAR CORP incurred term loan of $20 million with OceanFirst Bank, N.A..
- Instrument
- term loan
- Principal
- $20 million
- Counterparty
- OceanFirst Bank, N.A.
- Event
- incurrence
Exact text from the filing
Credit Agreement In connection with the Closing, Parent and the Company (as successor in interest to Merger Sub by way of the Merger), as borrowers, entered into a Credit Agreement with OceanFirst Bank, N.A., as lender, and each other borrower from time to time joined as party thereto (the “ Parent Credit Agreement ”), which provides for (i) a term loan facility in an aggregate principal amount equal to $20 million and (ii) a revolving credit facility in an aggregate principal amount equal to $15 million.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jessica Maher resigned as Director at FONAR CORP.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the following directors of the Company resigned as a member of the Company’s board of directors, effective as of the Effective Time: Ronald G. Lehman II, Richard E. Turk, Jessica Maher and Robert M. Carrino.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard E. Turk resigned as Director at FONAR CORP.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the following directors of the Company resigned as a member of the Company’s board of directors, effective as of the Effective Time: Ronald G. Lehman II, Richard E. Turk, Jessica Maher and Robert M. Carrino.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ronald G. Lehman II resigned as Director at FONAR CORP.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the following directors of the Company resigned as a member of the Company’s board of directors, effective as of the Effective Time: Ronald G. Lehman II, Richard E. Turk, Jessica Maher and Robert M. Carrino.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert M. Carrino resigned as Director at FONAR CORP.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the following directors of the Company resigned as a member of the Company’s board of directors, effective as of the Effective Time: Ronald G. Lehman II, Richard E. Turk, Jessica Maher and Robert M. Carrino.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
FONAR CORP: Amended and restated the Certificate of Incorporation in connection with the merger.
- Change
- charter amendment
Exact text from the filing
At the Effective Time, the Certificate of Incorporation, as amended, of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
FONAR CORP entered into Credit Agreement with OceanFirst Bank, N.A. valued at term loan facility in an aggregate principal amount equal to $20 million and a revolving credit faci.
- Action
- entry
- Agreement
- credit facility
- Counterparty
- OceanFirst Bank, N.A.
- Value
- term loan facility in an aggregate principal amount equal to $20 million and a revolving credit faci
Exact text from the filing
Credit Agreement In connection with the Closing, Parent and the Company (as successor in interest to Merger Sub by way of the Merger), as borrowers, entered into a Credit Agreement with OceanFirst Bank, N.A., as lender, and each other borrower from time to time joined as party thereto (the “ Parent Credit Agreement ”), which provides for (i) a term loan facility in an aggregate principal amount equal to $20 million and (ii) a revolving credit facility in an aggregate principal amount equal to $15 million.
View on SEC.gov
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