{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-255449","form_type":"8-K","ticker":"FONR","cik":"0000355019","company_name":"FONAR CORP","filed_at":"2026-06-03T20:11:33+00:00","discovered_at":"2026-06-03T20:12:00.250017+00:00","generated_at":"2026-06-03T20:40:24.390269+00:00","sec_items":["1.01","2.01","2.03","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"FONAR completes going-private merger; stockholders receive $19.00–$10.50 per share","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-255449","json":"https://secwatch.observer/filing/0001193125-26-255449.json","markdown":"https://secwatch.observer/filing/0001193125-26-255449.md","text":"https://secwatch.observer/filing/0001193125-26-255449.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/355019/000119312526255449/0001193125-26-255449-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/355019/000119312526255449/d121091d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-03T20:40:24.390269+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0c7b39d9d77c87e35a3dd6af21506b1615f28d4c","claim":"FONAR CORP incurred revolving credit of $15 million with OceanFirst Bank, N.A..","evidence_excerpt":"a revolving credit facility in an aggregate principal amount equal to $15 million","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/355019/000119312526255449/0001193125-26-255449-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"revolving credit"},{"label":"Principal","value":"$15 million"},{"label":"Counterparty","value":"OceanFirst Bank, N.A."},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"6126f0aaa9a172fdd17265a5ee35cbee99517234","claim":"FONAR CORP incurred term loan of $20 million with OceanFirst Bank, N.A..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/355019/000119312526255449/0001193125-26-255449-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"term loan"},{"label":"Principal","value":"$20 million"},{"label":"Counterparty","value":"OceanFirst Bank, N.A."},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"014f9b4aeb","claim":"Jessica Maher resigned as Director at FONAR CORP.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/355019/000119312526255449/0001193125-26-255449-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"72078b764c","claim":"Richard E. Turk resigned as Director at FONAR CORP.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/355019/000119312526255449/0001193125-26-255449-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"daafe5347f","claim":"Ronald G. Lehman II resigned as Director at FONAR CORP.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/355019/000119312526255449/0001193125-26-255449-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e7eeac7a9a","claim":"Robert M. Carrino resigned as Director at FONAR CORP.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/355019/000119312526255449/0001193125-26-255449-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"78946a52ba6cdf92be47626980ae82a35a929c40","claim":"FONAR CORP: Amended and restated the Certificate of Incorporation in connection with the merger.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/355019/000119312526255449/0001193125-26-255449-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"79fbbf2b1ad92fe7d9a88260ae4e53961b37d53f","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/355019/000119312526255449/0001193125-26-255449-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"OceanFirst Bank, N.A."},{"label":"Value","value":"term loan facility in an aggregate principal amount equal to $20 million and a revolving credit faci"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}