Highlights

  • FONAR stockholders to receive USD 19 per share in cash, a 31.5% premium to recent closing price.
  • Transaction led by CEO Timothy Damadian and acquisition group, approved by board and special committee.
  • Deal expected to close in Q3 2026, with Nasdaq delisting upon completion.

FONAR Corporation (NASDAQ:FONR) announced it has entered into a definitive agreement with FONAR, LLC and FONAR Acquisition Sub, Inc. to take the company private. Under the terms of the Merger Agreement, holders of the company’s common stock will receive USD 19.00 per share in an all-cash transaction.

Other share classes are priced at USD 19.00 per share for Class B common stock, USD 6.34 per share for Class C common stock, and USD 10.50 per share for Class A non-voting preferred stock. The USD 19.00 price per share of common stock represents a 31.5% premium to the closing price on the Nasdaq Capital Market on the last trading day prior to the announcement. It also represents a 21.9% premium over the closing price on July 8, 2025, and a 39.7% premium over the average closing price for the 90 trading days ending June 30, 2025.

Board and Special Committee Approval
A special committee of the Board, composed solely of disinterested directors, unanimously recommended the transaction. The Board, excluding directors who are members of the Acquisition Group and recused themselves, also unanimously approved the Merger Agreement.

Transaction Terms, Timing, and Financing
The transaction is expected to close in the third fiscal quarter of 2026, subject to customary closing conditions, including approval by a majority of voting stockholders and a majority of disinterested stockholders.

The transaction will be financed through a combination of new debt, new equity, and rollover of company securities. OceanFirst Bank, N.A. has committed a USD 35 million debt facility, with additional debt of approximately USD 10 million and equity of roughly USD 45 million provided by members of the Acquisition Group and third-party lenders. Third-party debt is subordinate to the OceanFirst Bank facility.

Upon completion, FONAR’s common stock will be delisted from the Nasdaq Stock Market. The company expects to release financial results for the second quarter ending December 31, 2025, in February 2026.

Advisors
Marshall & Stevens Transaction Advisory Services LLC served as financial advisor to the Special Committee, with Meister Seelig & Fein PLLC providing legal counsel. DLA Piper LLP (US) acted as legal counsel to the company, while Moritt Hock & Hamroff LLP represented the Buyer.

Share Performance
FONAR closed at USD 14.66 on December 29, up 1.45% for the day. After-hours trading showed a 24.01% increase to USD 18.18. The stock has a 52-week range of USD 12.00–17.62.