{"url_path":"/sec/fonr/8-k/2026-06-03/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/355019/0001193125-26-255449-index.html","accession_number":"0001193125-26-255449","cik":"0000355019","ticker":"FONR","issuer_name":"FONAR CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/355019/0001193125-26-255449-index.html","primary_entity_key":"0000355019","primary_entity_name":"FONAR CORP"},"word_count":342,"has_tables":true,"body_markdown":"Item 2.01\n\nCompletion of Acquisition or Disposition of Assets.\n\nThe information set forth in the Introduction is incorporated into this Item 2.01 by reference.\n\nAt the effective time of the Merger (the “Effective Time”), each share of (a) common stock, par value $0.0001 per share, of the Company (“Common Stock”), (b) Class B common stock, par value $0.0001 per share, of the Company (“Class B Common Stock”), (c) Class C common stock, par value $0.0001 per share, of the Company (“Class C Common Stock”), and (d) Class A Non-voting Preferred Stock, par value $0.0001 per share, of the Company (“Class A Non-voting Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares owned by Parent, the Company or any of their respective subsidiaries, including securities held as treasury shares (collectively, “Excluded Shares”) and (ii) shares held by stockholders who have properly and validly exercised their statutory rights of appraisal in respect of such shares in accordance with Section 262 of the Delaware General Corporation Law (the “DGCL”)) was automatically cancelled and converted into the right to receive cash consideration in an amount equal to (A) $19.00 per share of each of Common Stock and Class B Common Stock, (B) $6.34 per share of Class C Common Stock and (C) $10.50 per share of Class A Non-voting Preferred Stock, in each instance, without interest and subject to deduction for any required withholding tax (such cash amount set forth in clause (A), (B) or (C), as applicable, the “Per Share Merger Consideration”).\n\nAs of the Effective Time, the Excluded Shares were cancelled and extinguished without any conversion thereof or consideration paid therefor.\n\nThe foregoing description of the Merger Agreement and related transactions (including, without limitation, the Merger) does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2025 and incorporated herein by reference."}