FONAR (FONR) Proxy filing summary

Executive summary

• A special meeting is scheduled for May 28, 2026, for shareholders to vote on a proposed merger where the company will be acquired and taken private by an entity controlled by its CEO and other insiders, at $19.00 per share for Common and Class B stock, $6.34 for Class C, and $10.50 for Class A Non-voting Preferred Stock, representing significant premiums to recent trading prices.

• The merger is structured as a “going private” transaction, with the company becoming a wholly owned subsidiary of the acquiring entity, and its shares delisted from Nasdaq.

• The transaction is subject to approval by both a majority of all voting shares and a majority of votes cast by disinterested shareholders, with additional litigation requiring a potential supermajority vote under Delaware law.

• A Special Committee of independent directors, advised by outside legal and financial advisors, negotiated the terms and unanimously recommended the merger as fair and in the best interests of unaffiliated shareholders.

• An independent fairness opinion from Marshall & Stevens concluded the merger consideration is fair from a financial point of view to public shareholders.

Voting matters and shareholder proposals

• Shareholders are being asked to vote on the merger proposal and, if necessary, a proposal to adjourn the meeting to solicit additional proxies.

• Approval requires both a majority of all voting shares and a majority of votes cast by disinterested shareholders, with a pending lawsuit seeking to require a two-thirds supermajority of unaffiliated shares.

• Dissenting shareholders have appraisal rights under Delaware law to seek a judicial determination of fair value.

Board of directors and corporate governance

• The Special Committee consisted of two independent, disinterested directors who led negotiations and were compensated with fixed fees not contingent on the merger outcome.

• The board’s recommendation was made after full disclosure of interested directors’ stakes, with those directors recusing themselves from the vote.

• After the merger, the board and management will be replaced by the acquirer’s appointees, with the CEO remaining in control.