FONAR Corporation enters into merger agreement to be taken private by CEO-led group at $19/share

FONAR CORP

Merger: CEO-led group to acquire Fonar at $19/sh common, $6.34 Class C, $10.50 Class A preferred.
Financing: $45M debt (incl. $35M OceanFirst Bank) and $45M equity committed.
Merger expected to close by March 12, 2026; subject to stockholder vote and other conditions.
Stockholders with 6.6M votes (incl. high-vote Class C) committed to vote in favor via Voting Agreements.
No-shop provision; termination fee $450k payable by Company in certain circumstances.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

FONAR CORP entered into Agreement and Plan of Merger with FONAR, LLC valued at $19.00 per share for Company Common Stock and Company Class B Common Stock; $6.34 per share for Comp (effective 2025-12-23).

Action: entry
Agreement: merger
Counterparty: FONAR, LLC
Value: $19.00 per share for Company Common Stock and Company Class B Common Stock; $6.34 per share for Comp
Effective: 2025-12-23

Exact text from the filing

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

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FONAR CORP filing history →

Source: SEC EDGAR

accession 0001731122-25-001734

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