FONAR Corporation Merger Agreement Update and Litigation

FONAR Corporation has provided an update on its Agreement and Plan of Merger, originally entered into on December 23, 2025. The company has filed a definitive proxy statement and Schedule 13E-3/A with the SEC in connection with the proposed merger, with a special stockholder meeting scheduled for May 28, 2026. FONAR is also addressing litigation related to the merger, where purported stockholders alleged deficiencies in disclosure. While FONAR believes the allegations are without merit and disclosures comply with law, it is voluntarily supplementing certain disclosures to avoid the risks and costs associated with the disputes and to ensure the merger vote proceeds. These supplemental disclosures, detailed in the filing, include revisions to the "Background of the Merger" section concerning the exploration of strategic transactions, the consideration of a going-private transaction, the engagement of legal counsel, and financial projections. The company emphasizes that these supplements are not an admission of legal merit but are made to facilitate the merger process. FONAR also stated that there were no prior negotiations regarding employment, consulting, or other arrangements for its directors and executive officers post-merger.