FONAR (FONR) Proxy Filing summary

Executive summary

• Entered into a definitive merger agreement for a take-private sale to an acquisition group led by the CEO and other executives, with a per-share cash consideration of $19.00 for common and Class B stock, $6.34 for Class C, and $10.50 for Class A preferred stock.

• The transaction represents a 31.5% premium to the last trading day before announcement and is expected to close in the third fiscal quarter of 2026, subject to customary closing conditions and shareholder approval.

• Financing is secured through a $35 million bank facility, $10 million in additional debt, and $45 million in equity from the acquisition group and third parties; the deal is not contingent on financing.

• Upon completion, shares will be delisted from Nasdaq and deregistered under the Exchange Act.

Voting matters and shareholder proposals

• Shareholders will vote on the merger at a special meeting, requiring approval by a majority of all shares and a majority of disinterested shares.

• Voting agreements have been executed with members of the acquisition group, aggregating 6,622,872 votes, but these are excluded from the disinterested shareholder approval calculation.

• The company may consider superior proposals under certain conditions, with a termination fee of $450,000 payable if the agreement is terminated for a superior offer.

Board of directors and corporate governance

• A special committee of independent directors unanimously recommended the merger, and the board (excluding interested directors) unanimously approved it.

• Directors and officers of the surviving corporation will be those of the merger sub immediately prior to closing.

• The certificate of incorporation will be amended and restated at closing.