FONAR Corporation (FONR) entered a merger agreement on December 29, 2025, to be taken private by FONAR, LLC and FONAR Acquisition Sub, Inc. for $98.62 million.
The buyer group is controlled by the acquisition group led by Chief Executive Officer Timothy Damadian and consisting of certain members of the management team, board, and third parties.
Holders of FONAR’s common stock will receive $19 per share in cash, representing a 29.60% premium from the stock’s last close.
The buyer group will acquire all of the outstanding shares for an amount in cash equal to $19 per share of the Class B common stock, $6.34 per share of the Class C common stock, and $10.5 per share of the Class A non-voting preferred stock.
FONAR is a U.S.-based medical imaging company that designs and markets MRI scanners, most notably its Upright MRI technology, and owns and manages diagnostic imaging centers, providing both imaging services and non-medical management support to physicians and healthcare facilities.
In July, the FONAR board received a preliminary, non-binding proposal from a Proposed Acquisition Group led by CEO Timothy Damadian and consisting of certain members of the management team, Board, and third parties. The stock was trading at $15.46 when the CEO offered $17.25 per share in cash.
The deal is expected to close in the third quarter of 2026.
The deal is being financed by the buyer group through a combination of new debt, new equity, and the rollover of company securities. The buyer group has secured a commitment for a senior debt financing facility of $35 million from OceanFirst Bank.
The remaining financing consists of approximately $10 million of additional debt and roughly $45 million of equity, to be provided by members of the acquisition group and third-party lenders. The third-party debt will be subordinate to the OceanFirst Bank financing facility.
Marshall & Stevens Transaction Advisory Services served as the financial advisor for FONAR. Meister Seelig & Fein and DLA Piper acted as legal counsel to FONAR. The buyer group received legal counsel from Moritt Hock & Hamroff.
The buyer group, FONAR, LLC, and FONAR Acquisition Sub, is paying 6.46 times the EBITDA for FONAR Corp.
For a more in-depth look at the specifics of this M&A transaction, please refer to the Deal Metrics page here:
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Editor’s Note: Baranjot Kaur contributed to this article