FONAR Schedules Shareholder Vote on $19.00/Share Go-Private Merger Amidst Litigation
FONR sits 53% above its 52-week low of $12.
Summary
FONAR is seeking shareholder approval for a CEO-led 'going private' merger at $19.00 per common share, a substantial premium, but the deal is complicated by a class action lawsuit challenging voting requirements.
Key Events · M&A and Partnerships · FONR
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Go-Private Merger Proposal
FONAR Corporation is seeking shareholder approval for a merger where an Acquisition Group, led by CEO Timothy Damadian, will take the company private. The merger consideration for common stock is $19.00 per share.
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Significant Premium Offered
The $19.00 per common share offer represents an approximately 29.6% premium to the unaffected closing price on December 29, 2025, and a 21.9% premium to the closing price on July 8, 2025, prior to the initial proposal.
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Fairness Opinion Supports Deal
Marshall & Stevens, the Special Committee's independent valuation consultant, issued a fairness opinion on December 23, 2025, stating the merger consideration is fair from a financial point of view to public stockholders. Their analysis indicated a fair value range of $14.48 to $15.52 per common share, making the $19.00 offer a premium to this range.
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Class Action Lawsuit Challenges Voting Threshold
A class action lawsuit filed on February 2, 2026, alleges that the merger is subject to a Section 203 Delaware law supermajority voting requirement (66 2/3% of unaffiliated stock). FONAR disputes the claim but is asking shareholders to approve the merger by this higher threshold to moot the lawsuit.
Analysis · FONR · Industrial Applications And Services
FONAR Corporation has filed a preliminary proxy statement detailing a proposed 'going private' merger, where an Acquisition Group led by CEO Timothy Damadian will acquire all outstanding shares not already owned by the group. The offer of $19.00 per share for common stock represents a significant premium to recent unaffected trading prices. While the Special Committee and its financial advisor, Marshall & Stevens, deemed the offer fair (noting the common stock price is above their calculated fair value range), the transaction faces a class action lawsuit challenging the required shareholder approval threshold under Delaware law. The company is proactively seeking a supermajority vote of 66 2/3% from unaffiliated stockholders to mitigate this legal risk, highlighting the importance of shareholder participation in the upcoming special meeting.
How filings like this one have moved
In the 30 days to Oct 5, 2026, 36.9% of the 966 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.66%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, FONR was trading at $18.34 on NASDAQ in the Industrial Applications And Services sector, with a market capitalization of approximately $115.2M. The 52-week trading range was $12.00 to $18.86. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.