Form 8-K

8-K — FONAR CORP

Accession: 0001731122-26-000710

Filed: 2026-05-12

Period: 2026-05-11

CIK: 0000355019

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — fonar_8-k.htm (Primary)

EX-99 — FONAR PRESS RELEASE (fonar_exhibit-99.htm)

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8-K — ITEM 2.02: RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS

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2026-05-11

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Act of 1934

Date

of Report (Date of earliest event reported):

May 11, 2026

FONAR

CORPORATION

______________________________________________________

(Exact

name of registrant as specified in its charter)

Delaware

0-10248

11-2464137

(State

or other jurisdiction of incorporation)

(Commission

File Number)

(I.R.S.

Employer Identification No.)

110

Marcus Drive,

Melville,

New

York 11747

(631)

694-2929

(Address,

including zip code, and telephone number of registrant's principal executive office)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act 17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities

registered pursuant to Section 12(b) of the Act.

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Common

Stock, $.0001 par value

FONR

Nasdaq

Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). [ ]

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [

]

Item

2.02(a) Results of Operations and Financial Condition.

reported the results of operations and financial condition of the Company for the third quarter of Fiscal 2026 which ended March

31, 2026 in a press release dated May 11, 2026.

Pursuant to the rules and regulations of the Securities

and Exchange Commission, the Press Release is attached to this Report as Exhibit 99.1 and the information contained in the Press Release

is incorporated into this Item 2.02 by reference. The information contained in this Item 2.02, including Exhibit 99.1, is being “furnished”

and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange

Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any

registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant

to the Exchange Act, except as otherwise expressly stated in such filing.

Additional Information and Where to Find It

This communication is being made in respect of

the Transactions involving the Company, Parent and Merger Sub. In connection with the Transactions, (i) the Company intends to file

the relevant materials with the SEC, including the definitive proxy statement on Schedule 14A filed on April 16, 2026 and (ii)

certain participants in the Transactions jointly filed with the SEC Schedule 13E-3 Transaction Statement and amendments, which

contain important information on the Company, Parent and Merger Sub, and the Transactions, including the terms and conditions of the

Transactions. Promptly after filing its definitive proxy statement with the SEC, the Company mailed the definitive proxy statement,

the Schedule 13E-3 and a proxy card to each stockholder of the Company entitled to vote at the Company Stockholders Meeting. This

communication is not a substitute for the proxy statement, the Schedule 13E-3 or any other document that the Company may file with

the SEC or send to its stockholders in connection with the proposed Transactions. The materials to be filed by the Company will be

made available to the Company’s investors and stockholders at no expense to them and copies may be obtained free of charge on

the Company’s website at www.fonar.com/investor-relations.html. In addition, all of those materials will be available at no

charge on the SEC’s website at www.sec.gov. Investors and stockholders of the Company are urged to read the proxy statement,

the Schedule 13E-3 and the other relevant materials before making any voting or investment decision with respect to the proposed

Transactions because they contain important information about the Company and the proposed Transactions. This communication does not

constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval.

Stockholders of the Company are urged to read all relevant documents filed with the SEC,

including the proxy statement and the Schedule 13E-3 Transaction Statement, as well as any amendments or supplements to these documents,

carefully because they will contain important information about the Transactions.

Participants in the Proxy Solicitation

The Company and its directors, executive

officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies of the

Company stockholders in connection with the Transactions under SEC rules. Investors and stockholders may obtain more detailed

information regarding the names, affiliations and interests of the Company’s executive officers and directors in the

solicitation by reading the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, as filed

with the SEC on September 22, 2025 (the “Form 10-K”), the Company’s proxy statement on Schedule 14A filed

with the SEC on May 5, 2026, in connection with its 2026 annual meeting of stockholders, and the proxy statement, the Schedule 13E-3

Transaction Statement and other relevant materials that have been filed with the SEC in connection with the Transactions.

Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different

than those of the Company’s stockholders generally, are set forth in the proxy statement relating to the Transactions and the

Schedule 13E-3 Transaction Statement.

WE URGE INVESTORS TO READ THE PROXY STATEMENT, SCHEDULE 13E-3 AND ANY OTHER

RELEVANT DOCUMENTS FILED BY THE COMPANY IN CONNECTION WITH THE PROPOSED MERGER, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY,

PARENT AND THE PROPOSED MERGER. INVESTORS ARE URGED TO READ THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY.

Cautionary Statement Concerning Forward-Looking

Statements

This Current Report contains certain “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of

1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain statements contained in this Current

Report, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact,

are forward-looking statements within the meaning of the federal securities laws and as such are based upon the Company’s current

beliefs as to the outcome and timing of future events. Forward-looking statements are generally identifiable by use of forward-looking

terminology such as “approximately,” “anticipate,” “assume,” “believe,” “budget,”

“contemplate,” “continue,” “could,” “estimate,” “expect,” “future,”

“hypothetical,” “intend,” “may,” “outlook,” “plan,” “potential,”

“predict,” “project,” “seek,” “should,” “target,” “will” or other

similar words or expressions. There can be no assurance that actual results of forward-looking statements, including but not limited to

the consummation of the proposed Transactions, including the Merger, or those pertaining to expectations regarding the Company’s

financial performance, expectations as to the likelihood and timing of closing of acquisitions, dispositions, or other transactions, and

changes in local, regional, and national economic conditions, including as a result of the systemic and structural changes in the healthcare

industry. Forward-looking statements presented herein are based on management’s beliefs and assumptions made by, and information

currently available to, management.

The forward-looking statements contained in this Current

Report are based on historical performance and management’s current plans, estimates and expectations in light of information currently

available to the Company and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments

affecting the Company will be those that it has anticipated. Many factors, including the following, could cause actual results to differ

materially from the forward-looking statements set forth in this Current Report: the occurrence of any event, change or other circumstances

that could give rise to the termination of the Merger Agreement; the outcome of any legal proceedings that may be instituted against the

Company and others following announcement of the Merger Agreement; the inability to complete the proposed Transactions, including the

Merger, due to the failure to satisfy any condition to the Closing, including that the Company obtains the Requisite Company Vote and

other Closing conditions described in the Merger Agreement; risks that the proposed Merger disrupts current plans and operations of the

Company; potential difficulties in employee retention as a result of the proposed Transactions; legislative, regulatory and economic developments;

risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed Transactions;

the effect of the announcement of the proposed Transactions on the Company’s relationships with referral sources and vendors, operating

results and business generally, changes in global, regional or local political, economic, business, competitive, market, regulatory and

other factors described in the Company’s news releases and filings with the SEC, including but not limited to those described in

the Form 10-K under the heading “Risk Factors” and in the Company’s subsequent reports filed with the SEC,

many of which are beyond the Company’s control. Should one or more of these risks or uncertainties materialize, or should any of

our assumptions prove to be incorrect, the Company’s actual results may vary in material respects from what it may have expressed

or implied by these forward-looking statements. The Company cautions that you should not place undue reliance on any of its forward-looking

statements. Any forward-looking statement made by the Company in this Current Report speaks only as of the date of this Current Report.

Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for

the Company to predict all of them. The Company does not guarantee that the assumptions underlying such forward-looking statements contained

in this Current Report are free from errors. The Company undertakes no obligation to publicly update any forward-looking statement, whether

as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.

Item 9.01 Financial Statements

and Exhibits.

Exhibits:

99.1 Press Release dated May 11, 2026.

SIGNATURES

Pursuant

to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned hereunto duly authorized.

FONAR

CORPORATION

(Registrant)

-------------------------------------------

/s/ Timothy R. Damadian

Timothy

R. Damadian

President

and CEO

Dated:

May 12, 2026

EX-99 — FONAR PRESS RELEASE

EX-99

Filename: fonar_exhibit-99.htm · Sequence: 2

NEWS

Fonar

Corporation

For

Immediate Release

The

Inventor of MR Scanning™

Contact:

Daniel Culver

ISO 13485 Company

Director

of Communications

Melville,

New York 11747

E-mail:

investor@fonar.com

Phone:

(631) 694-2929

www.fonar.com

Fax:

(631) 390-1772

FONAR

ANNOUNCES FINANCIAL RESULTS FOR FISCAL 2026 THIRD QUARTER AND NINE-MONTH PERIOD

· Net

Income decreased 25% to $2.3 million for the quarter ended March 31, 2026 as compared to

the quarter ended March 31, 2025.

· Income

from Operations for the quarter ended March 31, 2026 decreased 33% to $2.4 million as compared

to the quarter ended

March 31, 2025.

· Diluted

Net Income Per Common Share Available to Common Stockholders decreased 35% to $0.24 per

share for the quarter ended March 31, 2026 as compared to the

quarter ended March 31, 2025.

· Total

Revenues-Net decreased 3% to $26.5 million for the quarter ended March 31, 2026 as compared

to the quarter ended March 31, 2025.

· Total

Cash, Cash Equivalents and Short-Term Investments decreased 4% to $53.8 million at March

31, 2026 as compared to June 30, 2025.

MELVILLE,

NEW YORK, May 11, 2026 - FONAR Corporation (NASDAQ-FONR), The Inventor of MR Scanning™, reported

today its financial results for the 3rd quarter of fiscal 2026 and the nine-month period ended March 31, 2026. FONAR’s primary

source of income and growth is attributable to its diagnostic imaging management subsidiary, Health Management Company of America (HMCA).

In 2009, HMCA managed 9 MRI scanners. Currently, HMCA manages 45 MRI scanners.

Operating

Results

Total

Revenues-Net for the quarter ended March 31, 2026 decreased 3% to $26.5 million as compared to $27.2 million for the quarter ended March

31, 2025. Total Revenues-Net for the nine-month period ended March 31, 2026 was $78.1 million as compared to $77.1 million for the nine-month

period ended March 31, 2025.

Selling,

general & administrative costs (SG&A) increased 5% to $8.4 million for the quarter ended March 31, 2026 as compared to $8.0 million

for the quarter ended March 31, 2025. SG&A increased 7% to $21.4 million for the nine-month period ended March 31, 2026 as compared

to $20.1 million for the nine-month period ended March 31, 2025.

Total

Costs and Expenses were $24.0 million for the quarter ended March 31, 2026 and $23.5 million for the quarter ended March 31, 2025. Total

Costs and Expenses for the nine-month period ended March 31, 2026 were $69.4 million compared to the nine-month period ended March 31,

2025 of $66.4 million.

Income

From Operations for the quarter ended March 31, 2026 decreased 33% to $2.4 million as compared to $3.7 million for the quarter ended

March 31, 2025. Income From Operations for the nine-month period ended March 31, 2026 decreased 19 % to $8.6 million as compared to $10.7

million for the nine-month period ended March 31, 2025.

Net

Income for the quarter ended March 31, 2026 decreased 25% to $2.3 million as compared to $3.1 million for the quarter ended March 31,

2025. Net Income for the nine-month period ended March 31, 2026 decreased 19% to $7.5 million as compared to $9.3 million for the nine-month

period ended March 31, 2025.

Diluted

Net Income per Common Share Available to Common Stockholders decreased 35% to $0.24 per share for the quarter ended March 31, 2026 as

compared to $0.37 per share for the quarter ended March 31, 2025. Diluted Net Income Per Common Share Available to Common Stockholders

for the nine-month period ended March 31, 2026 decreased 21% to $0.89 per share as compared to $1.12 per share for the nine-month period

ended March 31, 2025.

Balance

Sheet Items

Total

Cash and Cash Equivalents and Short-Term Investments at March 31, 2026 were $53.8 million as compared to the $56.5 million at June 30,

2025.

Total

Current Assets at March 31, 2026 were $148.0 million as compared to $144.7 million at June 30, 2025.

Total

Assets at March 31, 2026 were $219.2 million as compared to $216.9 million at June 30, 2025.

Total

Current Liabilities at March 31, 2026 were $16.1 million as compared to $17.1 million at June 30, 2025.

Total

Liabilities at March 31, 2026 were $54.8 million as compared to $56.8 million at June 30, 2025.

Total

Stockholders Equity at March 31, 2026 was $178.6 million as compared to $172.6 million at June 30, 2025.

Financial

Ratios

The

ratio of Total Assets / Total Liabilities was 4.02 at March 31, 2026 as compared to 4.0 at June 30, 2025.

The

Current Ratio (Current Assets / Current Liabilities) was 9.2 as of March 31, 2026 as compared to 8.4 at June 30, 2025.

Working

Capital increased 4% to $131.9 million at March 31, 2026 as compared to $127.5 million at June 30, 2025.

Cash

Flow Statement Item

Net

Cash Provided by Operating Activities was $3.4 million for the nine-month period ended March 31, 2026 as compared to $7.0 million for

the nine-month period ended March 31, 2025.

Page 2

Management

Discussion

Timothy

Damadian, Chairman and CEO of FONAR, said, “I am pleased to report that our diagnostic imaging management subsidiary, Health Management

Company of America (HMCA), the Company’s primary source of revenue and profit, continues to grow. We currently manage 45 MRI throughout

New York and Florida. Total scan volume in the third quarter of Fiscal 2026 was a record 55,660, 1.5% over that of the previous quarter

(54,846), and 1.8% higher than that of the corresponding quarter of Fiscal 2025 (54,676). For the first nine months of fiscal 2026, MRI

scan volume was 165,612, 3.0% higher than that of the corresponding period in Fiscal 2025 (160,844).

“Most

of the recent growth in scan volume is attributable to the addition of high-field MRIs at selected existing STAND-UP® MRI sites.

The ability of these additional MRIs to provide extra-high-resolution imaging and special MRI applications has expanded the size of the

sites’ referral bases. We installed a 1.5T MRI at the STAND-UP® MRI site in Melville, NY in March of 2025, and a 3T MRI at

the STAND-UP® MRI in Lynbrook, NY in October of 2025.”

“These

high-field MRIs complement the Multi-Position™, “Non-Claustrophobic” STAND-UP® MRIs perfectly. Since the combination

of a high-field MRI and a STAND-UP® MRI meets the full range of MRI needs at a single location, these sites are very appealing to

both patients and referring physicians. Also, the added capacity provided by a second MRI eliminates costly scheduling backlogs. Referring

doctors appreciate that if they refer their patients to an HMCA-managed, multi-scanner center, their patients will not have to wait days

and days for their MRIs.”

“We

expect to be managing an entirely new MRI center in Nassau County before the end of Fiscal 2026. As always, we continue to search for

locations where the introduction of our technology and services would profitably enhance our existing New York and Florida networks.”

Mr.

Damadian continued, “As previously reported, on July 7, 2025, the Board of Directors received a non-binding proposal from a group

led by me, the Company’s Chief Executive Officer, and Luciano Bonanni, the Company’s Chief Operating Officer, pursuant to

which the group would acquire all of the outstanding common stock and other securities of the Company not currently owned by members

of the group. The Board of Directors established a Special Committee of independent and disinterested directors to evaluate the proposal

and negotiate on behalf of the Company and its stockholders. With the assistance of its own independent financial and legal advisors,

the Special Committee and the group engaged in negotiations related to the proposed going private transaction, addressing the definitive

price to be paid for the Company’s securities and other terms. These negotiations culminated in a merger agreement, the consummation

of which remains subject to various conditions, including approval by the Company’s stockholders and satisfaction of other customary

closing conditions. There can be no assurance that the merger will be consummated or as to the timing of any such consummation. In accordance

with the SEC’s proxy rules, the Company has filed definitive proxy materials with the SEC in connection with obtaining stockholder

approval of the merger at a special meeting of stockholders scheduled for May 28, 2026.”

“In

light of the proposed going private transaction, we have continued the suspension of share repurchases under our stock repurchase program

that had been established in September 2022.”Mr. Damadian concluded, “As always, I remain grateful to our management team

and all of our employees for making our company a success.”

Page 3

Cautionary

Statement Concerning Forward-Looking Statements

This

press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform

Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Certain statements contained in this press release, including those that express a belief, expectation or intention, as well as those

that are not statements of historical fact, are forward-looking statements within the meaning of the federal securities laws and as such

are based upon the Company’s current beliefs as to the outcome and timing of future events. Forward-looking statements are generally

identifiable by use of forward-looking terminology such as “approximately,” “anticipate,” “assume,”

“believe,” “budget,” “contemplate,” “continue,” “could,” “estimate,”

“expect,” “future,” “hypothetical,” “intend,” “may,” “outlook,”

“plan,” “potential,” “predict,” “project,” “seek,” “should,”

“target,” “will” or other similar words or expressions. There can be no assurance that actual results of forward-looking

statements, including but not limited to the consummation of the proposed “Take Private” transaction, including the merger

contemplated thereby, or those pertaining to expectations regarding the Company’s financial performance, expectations as to the

likelihood and timing of closing of acquisitions, dispositions, or other transactions, and changes in local, regional, and national economic

conditions, including as a result of the systemic and structural changes in the healthcare industry. Forward-looking statements presented

herein are based on management’s beliefs and assumptions made by, and information currently available to, management.

The

forward-looking statements contained in this press release are based on historical performance and management’s current plans,

estimates and expectations in light of information currently available to the Company and are subject to uncertainty and changes in circumstances.

There can be no assurance that future developments affecting the Company will be those that it has anticipated. Many factors, including

the following, could cause actual results to differ materially from the forward-looking statements set forth in this press release: the

occurrence of any event, change or other circumstances that could give rise to the termination of the definitive merger agreement for

the proposed “Take Private” transaction; the outcome of any legal proceedings that may be instituted against the Company

and others following announcement of the definitive merger agreement; the inability to complete the proposed “Take Private”

transaction, including the merger contemplated thereby, due to the failure to satisfy any condition to the closing, including that the

Company obtains the requisite approvals of its stockholders and other closing conditions described in the definitive merger agreement;

risks that the proposed merger disrupts current plans and operations of the Company; potential difficulties in employee retention as

a result of the proposed transaction; legislative, regulatory and economic developments; risks related to disruption of management’s

attention from the Company’s ongoing business operations due to the proposed Transaction; the effect of the announcement of the

proposed transaction on the Company’s relationships with referral sources and vendors, operating results and business generally,

changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors described in the

Company’s news releases and filings with the SEC, including but not limited to those described in the Company’s Annual Report

on Form 10-K for the fiscal year ended June 30, 2025, as filed with the SEC on September 22, 2025 (the “Form 10-K”) under

the heading “Risk Factors” and in the Company’s subsequent reports filed with the SEC, many of which are beyond the

Company’s control. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove to be

incorrect, the Company’s actual results may vary in material respects from what it may have expressed or implied by these forward-looking

statements. The Company cautions that you should not place undue reliance on any of its forward-looking statements. Any forward-looking

statement made by the Company in this press release speaks only as of the date of this press release. Factors or events that could cause

the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them.

The Company does not guarantee that the assumptions underlying such forward-looking statements contained in this press release are free

from errors. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information,

future developments or otherwise, except as may be required by applicable securities laws.

Page

Additional

Information and Where to Find It

This

communication is being made in respect of the proposed transaction involving FONAR, LLC and FONAR Acquisition Sub, Inc. (collectively,

“Buyer”) and the Company. In connection with the proposed transaction, (i) the Company has filed a definitive proxy statement

on Schedule 14A with the SEC and (ii) certain participants in the transaction have jointly filed with the SEC a Schedule 13E-3 Transaction

Statement, which contain important information on the Company, Buyer and the transaction, including the terms and conditions of the transaction.

The Company has mailed the definitive proxy statement, the Schedule 13E-3 and a proxy card to each stockholder of the Company entitled

to vote at a special meeting of the Company’s stockholders to be held to consider the proposed transaction. This communication

is not a substitute for the proxy statement, the Schedule 13E-3 or any other document that the Company may file with the SEC or send

to its stockholders in connection with the proposed transaction. The materials filed by the Company with the SEC are available to the

Company’s investors and stockholders at no expense to them and copies may be obtained free of charge on the Company’s website

at www.fonar.com/investor-relations.html. In addition, all of those materials are available at no charge on the SEC’s website at

www.sec.gov. Investors and stockholders of the Company are urged to read the proxy statement, the Schedule 13E-3 and the other relevant

materials before making any voting or investment decision with respect to the proposed transaction because they contain important information

about the Company and the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer

to buy any securities, or a solicitation of any vote or approval.

Stockholders

of the Company are urged to read all relevant documents filed with the SEC, including the proxy statement and the Schedule 13E-3 Transaction

Statement, as well as any amendments or supplements to these documents, carefully when they become available because they will contain

important information about the transaction.

Participants

in the Proxy Solicitation

The

Company and its directors, executive officers, other members of its management and employees may be deemed to be participants in the

solicitation of proxies of the Company stockholders in connection with the proposed transaction under SEC rules. Investors and stockholders

may obtain more detailed information regarding the names, affiliations and interests of the Company’s executive officers and directors

in the solicitation by reading the Form 10-K, the Company’s proxy statement on Schedule 14A filed with the SEC on April 7, 2025,

in connection with its 2025 annual meeting of stockholders, the definitive proxy statement, the Schedule 13E-3 Transaction Statement

and other relevant materials filed with the SEC in connection with the proposed transaction. Information concerning the interests of

the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders

generally, is set forth in the proxy statement relating to the proposed transaction and the Schedule 13E-3 Transaction Statement.

URGE INVESTORS TO READ THE PROXY STATEMENT, SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY IN CONNECTION WITH THE

PROPOSED TRANSACTION CAREFULLY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, BUYER AND THE PROPOSED TRANSACTION, INCLUDING

THE MERGER. INVESTORS ARE URGED TO READ THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY.

Page

About

FONAR

FONAR,

The Inventor of MR Scanning™, located in Melville, NY, was incorporated in 1978, and

is the first, oldest and most experienced MRI Company in the industry. FONAR went public in 1981 (Nasdaq:FONR). FONAR sold the world’s

first commercial MRI to Ronald J. Ross, MD, Cleveland, Ohio. It was installed in 1980. Dr. Ross and his team began the world’s

first clinical MRI trials in January 1981. The results were reported in the June 1981 edition of Radiology/Nuclear Medicine Magazine

and the April 1982 peer-reviewed article in the Journal Radiology. The technique used for obtaining T1 and T2 values was the FONAR technique

(Field fOcusing Nuclear mAgnetic Resonance), not the back projection technique. www.fonar.com/innovations-timeline.html.

FONAR’s

signature product is the FONAR UPRIGHT® Multi-Position™ MRI (also known as the STAND-UP® MRI), the only whole-body MRI

that performs Position™ Imaging (pMRI™) and scans patients in numerous weight-bearing positions, i.e. standing, sitting,

in flexion and extension, as well as the conventional lie-down position. The FONAR UPRIGHT® Multi-Position™ MRI often detects

patient problems that other MRI scanners cannot because they are lie-down, “weightless-only” scanners. The patient-friendly

UPRIGHT® MRI has a near-zero patient claustrophobic rejection rate. As a FONAR customer states, “If the patient is claustrophobic

in this scanner, they’ll be claustrophobic in my parking lot.” Approximately 85% of patients are scanned sitting while watching

TV.

FONAR

has new works-in-progress technology for visualizing and quantifying the cerebral hydraulics of the central nervous system, the flow

of cerebrospinal fluid (CSF), which circulates throughout the brain and vertebral column at the rate of 32 quarts per day. This imaging

and quantifying of the dynamics of this vital life-sustaining physiology of the body’s neurologic system has been made possible

first by FONAR’s introduction of the MRI and now by this latest works-in-progress method for quantifying CSF in all the normal

positions of the body, particularly in its upright flow against gravity. Patients with whiplash or other neck injuries are among those

who will benefit from this new understanding.

FONAR’s

primary source of income and growth is attributable to its wholly-owned diagnostic imaging management subsidiary, Health Management Company

of America (HMCA) www.hmca.com.

FONAR’s

substantial list of patents includes recent patents for its technology enabling full weight-bearing MRI imaging of all the gravity sensitive

regions of the human anatomy, especially the brain, extremities and spine. It includes its newest technology for measuring the Upright

cerebral hydraulics of the cerebrospinal fluid (CSF) of the central nervous system. FONAR’s UPRIGHT® Multi-Position™

MRI is the only scanner licensed under these patents.

UPRIGHT®,

and STAND-UP® are registered trademarks. The Inventor of MR Scanning™, CSP™, MultiPosition™, UPRIGHT RADIOLOGY™,

pMRI™, CFS Videography™, Dynamic™ and The Proof is in the Picture™, are trademarks of FONAR Corporation.

This

release may include forward-looking statements from the company that may or may not materialize. Additional information on factors that

could potentially affect the company's financial results may be found in the company's filings with the Securities and Exchange Commission.

Page 6

FONAR

CORPORATION AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

(Amounts

and shares in thousands, except per share amounts)

ASSETS

March

31,

2026

(Unaudited)

June

30,

2025

(Note

Current

Assets:

Cash

and cash equivalents

$ 53,650

$ 56,334

Short-term

investments

122

120

Accounts

receivable – net of allowances for credit losses of $124 and $264 at March 31, 2026 and June 30, 2025, respectively

4,717

5,305

Accounts

receivable – related party

—

Medical

receivable

25,592

24,490

Management

and other fees receivable – net of allowances for credit losses of $11,930 and $14,296 at March 31, 2026 and June 30, 2025,

respectively

48,608

43,401

Management

and other fees receivable – related medical practices – net of allowances for credit losses of $9,320 and $7,137 at March

31, 2026 and June 30, 2025, respectively

10,042

9,748

Inventories

– net

2,832

2,813

Prepaid

expenses and other current assets – related party

940

411

Prepaid

expenses and other current assets

1,474

2,050

Total

Current Assets

148,007

144,672

Accounts

receivable – long-term

3,040

3,550

Deferred

income tax asset

6,195

6,349

Property

and equipment – net

18,199

18,532

Note

receivable – related party

592

555

Right-of-use

asset – operating leases

35,011

35,136

Right-of-use

asset – finance lease

207

377

Goodwill

4,269

Other

intangible assets – net

2,811

2,992

Other

assets

891

476

Total

Assets

$ 219,222

$ 216,908

Page 7

FONAR

CORPORATION AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(Amounts

and shares in thousands, except per share amounts)

LIABILITIES

AND EQUITY

March

31,

2026

(Unaudited)

June

30,

2025

(Note

Current

Liabilities:

Accounts

payable

$ 2,287

$ 1,302

Other

current liabilities

4,695

6,975

Unearned

revenue on service contracts

4,399

4,866

Unearned

revenue on service contracts – related party

—

Operating

lease liabilities – current portion

3,810

3,383

Finance

lease liability – current portion

224

244

Customer

deposits

681

354

Total

Current Liabilities

16,123

17,124

Long-Term

Liabilities:

Unearned

revenue on service contracts

3,273

3,801

Deferred

income tax liability

321

Due

to related party medical practices

Operating

lease liabilities – net of current portion

34,797

35,149

Finance

lease liability – net of current portion

—

142

Other

liabilities

159

173

Total

Long-Term Liabilities

38,643

39,679

Total

Liabilities

54,766

56,803

Page

FONAR

CORPORATION AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(Amounts

and shares in thousands, except per share amounts)

LIABILITIES

AND EQUITY (Continued)

EQUITY:

March

31, 2026

(Unaudited)

June

30,

2025

(Note

Class

A non-voting preferred stock $.0001 par value; 453 shares authorized at March 31, 2026 and June 30, 2025, 313 issued and outstanding

at March 31, 2026 and June 30, 2025

$ —

Preferred

stock $.001 par value; 567 shares authorized at March 31, 2026 and June 30, 2025, issued and outstanding – none

—

Common

Stock $.0001 par value; 8,500 shares authorized at March 31, 2026 and June 30, 2025, 6,173 issued at March 31, 2026 and 6,203 at

June 30, 2025, 6,168 outstanding at March 31, 2026 and June 30, 2025, respectively

Class

B Common Stock (10 votes per share) $.0001 par value; 227 shares authorized at March 31, 2026 and June 30, 2025, 0.146 issued and

outstanding at March 31, 2026 and June 30, 2025

—

Class

C Common Stock (25 votes per share) $.0001 par value; 567 shares authorized at March 31, 2026 and June 30, 2025, 383 issued and outstanding

at March 31, 2026 and June 30, 2025

—

Paid-in

capital in excess of par value

178,292

178,757

Retained

Earnings (Accumulated deficit)

672

(5,289 )

Treasury

stock, at cost – 4 shares of common stock at March 31, 2026 and 35 at June 30, 2025

(395 )

(860 )

Total

FONAR Corporation’s Stockholders’ Equity

178,570

172,609

Noncontrolling

interests

(14,114 )

(12,504 )

Total

Equity

164,456

160,105

Total

Liabilities and Equity

$ 219,222

$ 216,908

Page

FONAR

CORPORATION AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts

and shares in thousands, except per share amounts)

For

the Three Months

Ended

March 31,

(Unaudited)

Revenues

2026

2025

Patient

fee revenue – net of contractual allowances and discounts

$ 8,085

$ 8,853

Product

sales

Service

and repair fees

2,162

2,295

Service

and repair fees – related parties

Management

and other fees

13,118

12,929

Management

and other fees – related medical practices

2,987

2,988

Total

Revenues – Net

26,472

27,165

Cost

and Expenses

Costs

related to patient fee revenue

4,781

4,901

Costs

related to product sales

277

319

Costs

related to service and repair fees

1,163

1,182

Costs

related to service and repair fees – related parties

Costs

related to management and other fees

7,431

6,897

Costs

related to management and other fees – related medical practices

1,572

1,714

Research

and development

424

441

Selling,

general and administrative expenses

8,373

7,991

Total

Costs and Expenses

24,028

23,503

Income

from Operations

2,444

3,662

Other

income and (expenses):

Interest

expense

(3 )

(7 )

Interest

income – related party

Investment

income

363

463

Other

income (expense)

(1 )

Income

Before Provision for Income Taxes and Noncontrolling Interests

2,820

4,130

Provision

for income taxes

(492 )

(1,006 )

Consolidated

Net Income

2,328

3,124

Net

Income – Noncontrolling Interests

(687 )

(618 )

Net

Income – Attributable to FONAR

$ 1,641

$ 2,506

Net

Income Available to Common Stockholders

$ 1,537

$ 2,347

Net

Income Available to Class A Non–Voting Preferred Stockholders

$ 78

$ 119

Net

Income Available to Class C Common Stockholders

$ 26

$ 40

Basic

Net Income Per Common Share Available to Common Stockholders

$ 0.25

$ 0.38

Diluted

Net Income Per Common Share Available to Common Stockholders

$ 0.24

$ 0.37

Basic

and Diluted Income Per Share – Class C Common

$ 0.07

$ 0.11

Weighted

Average Basic Shares Outstanding – Common Stockholders

6,169

6,168

Weighted

Average Diluted Shares Outstanding – Common Stockholders

6,296

Weighted

Average Basic and Diluted Shares Outstanding – Class C Common

383

Page

FONAR

CORPORATION AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts

and shares in thousands, except per share amounts)

For

the Nine Months

Ended

March 31,

(Unaudited)

Revenues

2026

2025

Patient

fee revenue – net of contractual allowances and discounts

$ 22,953

$ 24,284

Product

sales

517

200

Service

and repair fees

6,539

6,047

Service

and repair fees – related parties

135

Management

and other fees

38,956

37,447

Management

and other fees – related medical practices

8,962

Total

Revenues – Net

78,062

77,075

Cost and Expenses

Costs

related to patient fee revenue

14,724

14,170

Costs

related to product sales

816

761

Costs

related to service and repair fees

3,434

3,211

Costs

related to service and repair fees – related parties

154

Costs

related to management and other fees

23,101

22,008

Costs

related to management and other fees – related medical practices

4,579

4,888

Research

and development

1,319

1,124

Selling,

general and administrative expenses

21,425

20,055

Total

Costs and Expenses

69,424

66,371

Income from Operations

8,638

10,704

Other

income and (expenses):

Interest

expense

(8 )

(21 )

Interest

income – related party

Investment

income

1,268

1,626

Other

income (expense)

(1 )

Income Before Provision

for Income Taxes and Noncontrolling Interests

9,944

12,347

Provision for income

taxes

(2,407 )

(3,018 )

Consolidated Net Income

7,537

9,329

Net Income – Noncontrolling

Interests

(1,576 )

(1,724 )

Net Income – Attributable

to FONAR

$ 5,961

$ 7,605

Net Income Available

to Common Stockholders

$ 5,581

$ 7,122

Net Income Available

to Class A Non–Voting Preferred Stockholders

$ 283

$ 360

Net Income Available

to Class C Common Stockholders

$ 97

$ 123

Basic Net Income Per

Common Share Available to Common Stockholders

$ 0.90

$ 1.14

Diluted Net Income Per

Common Share Available to Common Stockholders

$ 0.89

$ 1.12

Basic and Diluted Income

Per Share – Class C Common

$ 0.25

$ 0.32

Weighted Average Basic

Shares Outstanding – Common Stockholders

6,169

6,244

Weighted Average Diluted

Shares Outstanding – Common Stockholders

6,296

6,372

Weighted Average Basic

and Diluted Shares Outstanding – Class C Common

383

Page 11

FONAR

CORPORATION AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts

and shares in thousands)

(UNAUDITED)

For

the Nine Months

Ended

March 31,

2026

2025

Cash

Flows from Operating Activities:

Consolidated

net income

$ 7,537

$ 9,329

Adjustments

to reconcile consolidated net income to net cash provided by operating activities:

Depreciation

and amortization

3,447

3,536

Net

change in operating right-of-use assets and lease liabilities

370

(Recovery)

provision for credit losses

(183 )

2,608

Abandoned

patents

—

Deferred

tax expense

154

878

Changes

in operating assets and liabilities, net:

Accounts,

medical and management fee receivable(s)

(5,352 )

(7,140 )

Notes

receivable – related party

(37 )

(39 )

Inventories

(19 )

Prepaid

expenses and other current assets

(1,093 )

Other

assets

(415 )

Accounts

payable

985

(631 )

Other

current liabilities

(3,248 )

(549 )

Finance

lease liabilities

(163 )

(153 )

Customer

deposits

327

111

Other

liabilities

(14 )

159

Net

cash provided by operating activities

3,440

7,045

Cash

Flows from Investing Activities:

Purchases

of property and equipment

(2,435 )

(3,145 )

Cost

of non-compete contract

(500 )

—

(Purchase)

Proceeds from short-term investments

(2 )

Cost

of patents

(1 )

(25 )

Net

cash used in investing activities

(2,938 )

(3,157 )

Cash

Flows from Financing Activities:

Repayment

of borrowings and capital lease obligations

—

(114 )

Sale

of noncontrolling interest

—

132

Purchase

of treasury stock

—

(1,806 )

Distributions

to noncontrolling interests

(3,186 )

(4,184 )

Net

cash used in financing activities

(3,186 )

(5,972 )

Net

Decrease in Cash and Cash Equivalents

(2,684 )

(2,084 )

Cash

and Cash Equivalents - Beginning of Period

56,334

56,341

Cash

and Cash Equivalents - End of Period

$ 53,650

$ 54,257

Page 12

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