FONAR closes merger with $20 million term loan and $15 million revolver

The merger

FONAR Corporation (Nasdaq: FONR) completed its merger on June 3, 2026, under an agreement and plan of merger dated December 23, 2025 with FONAR, LLC, a Delaware limited liability company, and FONAR Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of FONAR, LLC. Merger Sub merged into the company, which survived as a wholly owned subsidiary of FONAR, LLC. The company had disclosed the merger agreement in an 8-K filed December 30, 2025, and the full agreement is filed as an exhibit to that report, not to this one.

The company's common stock, Class B and Class C common stock, and Class A Non-voting Preferred Stock were converted into the right to receive cash at the effective time. Shares held by the parent and the company and its subsidiaries were cancelled without payment. Holders who properly exercised appraisal rights under Section 262 of the Delaware General Corporation Law are excluded from this conversion into cash.

What shareholders receive

Each share of common stock and Class B common stock receives $19.00 in cash. Each share of Class C common stock receives $6.34, and each share of Class A Non-voting Preferred Stock receives $10.50. The payments are made without interest and after any required withholding tax.

The OceanFirst credit agreement

In connection with the closing, the parent and the company, as successor to Merger Sub, entered into a Credit Agreement with OceanFirst Bank, N.A., as lender, and each other borrower joined later. The agreement provides a $20 million term loan and a $15 million revolving credit facility. The parent and the company are borrowers, and certain subsidiaries of the parent, including the company, are guarantors.

The obligations are secured on a first-priority basis by substantially all assets of the borrowers and guarantors, subject to certain exclusions. The 8-K says the agreement includes representations, covenants and events of default customary for facilities of this type. It does not state an interest rate, a maturity date or how the proceeds will be used.

That structure leaves a company that was publicly traded as a borrower and guarantor under debt secured on its assets. The filing does not say how much of the new debt funded the cash payments to shareholders, or how much the parent will owe in total.

Listing and reporting

The company asked Nasdaq to suspend trading of its common stock before the opening of trading on June 3, 2026, and to file a Form 25 to delist and deregister it. The company also intends to file a Form 15 to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act for the common stock. The 8-K says a change in control occurred and that the charter was amended and restated at the effective time, in the form attached as an exhibit.

Four directors resigned at the effective time, in connection with the merger and not because of any disagreement with the company. They are Ronald G. Lehman II, Richard E. Turk, Jessica Maher and Robert M. Carrino.

Who is named

OceanFirst Bank, N.A. is the lender. FONAR, LLC is the parent and a borrower, and this 8-K does not say who owns it. The company's December 30, 2025 8-K said the parent was formed by a group led by chief executive officer Timothy Damadian, with other executives and employees, including director Ron Lehman, as members. A special committee of independent directors recommended the deal, and Damadian, Lehman and Jessica Maher recused themselves from the board vote. Timothy R. Damadian signed this report as president and chief executive officer. This 8-K names no placement agent, financial advisor or legal counsel for the merger or the loan. The company's principal offices are in Melville, New York.

What the 8-K does not show

The 8-K contains no balance sheet or cash figure for FONAR. It gives the terms of the loan and the merger but no financial position, so the company's own cash, losses and ability to service the new debt cannot be measured, and the size of the debt against its earnings is not known.

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