FONAR (FONR) Proxy filing summary

Executive summary

• A special meeting of stockholders is scheduled for May 28, 2026, to vote on a proposed merger in which the company will become a wholly owned subsidiary of a parent entity controlled by the current CEO and Chairman.

• Supplemental disclosures were provided in response to shareholder litigation alleging deficiencies in the original proxy statement.

• Forward-looking statements caution about uncertainties related to the merger, including legal proceedings, regulatory approvals, and potential disruptions.

Voting matters and shareholder proposals

• Stockholders are being asked to vote on the approval of the merger agreement and related transactions at a special meeting held via webcast.

• All relevant proxy materials, including the definitive proxy statement and Schedule 13E-3, have been filed and distributed to stockholders.

Board of directors and corporate governance

• The merger process began with strategic evaluations starting in June 2021, including consideration of going private.

• The Special Committee engaged independent legal counsel after a competitive selection process to advise on the transaction.

• No non-disclosure agreements restricted alternative bids or discussions with third parties.