FONAR (FONR) Proxy filing summary

Executive summary

• Net income for the quarter ended March 31, 2026, decreased 25% to $2.3 million compared to the prior year quarter.

• Total revenues for the quarter decreased 3% to $26.5 million, while nine-month revenues rose 1% to $78.1 million.

• Income from operations for the quarter dropped 33% to $2.4 million; for nine months, it fell 19% to $8.6 million.

• Cash, cash equivalents, and short-term investments declined 4% to $53.8 million at March 31, 2026.

• MRI scan volume reached a record 55,660 in Q3, up 1.8% year-over-year, with 165,612 scans for the nine months, up 3%.

Voting matters and shareholder proposals

• A special meeting of stockholders is scheduled for May 28, 2026, to vote on a proposed going private merger transaction.

• Definitive proxy materials and a Schedule 13E-3 Transaction Statement have been filed and mailed to stockholders.

• The merger proposal involves acquisition of all outstanding common stock not owned by the CEO-led group.

Board of directors and corporate governance

• The board established a Special Committee of independent directors to evaluate and negotiate the going private proposal.

• The Special Committee engaged independent financial and legal advisors for the transaction.