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Fonar Confirms Take-Private Deal, Stock Soars

Benzinga·12/30/2025 12:49:32
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Fonar Corporation (NASDAQ:FONR) stock rose on Tuesday after the company announced that it had entered into a definitive merger agreement on December 23, 2025, with Fonar, LLC and Fonar Acquisition Sub, Inc.

The buyer, led by CEO Timothy Damadian and the Acquisition Group, includes certain members of Fonar’s management, Board, and third parties.

As per the deal, the buyer will acquire all outstanding shares of the company, excluding shares owned by the Buyer, Acquisition Group members, or held in treasury.

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Deal Terms And Valuation

The acquisition is priced in cash at $19.00 per share of common stock, $19.00 per share of Class B common stock, $6.34 per share of Class C common stock, and $10.50 per share of Class A non-voting preferred stock.

Upon closing, common stockholders will receive $19.00 per share, representing premiums of 31.5% over the last close, 21.9% over the July 8, 2025, close, and 39.7% over the 90-day average ending June 30, 2025.

A special committee of independent directors unanimously recommended the Merger, and the Board (excluding recused members) approved it.

Financing Structure

The buyer will finance the transaction through new debt, equity, and rollover of company securities.

This includes a $35 million debt facility from OceanFirst Bank and around $10 million in additional debt and $45 million in equity from Acquisition Group members and third-party lenders, with third-party debt subordinate to the OceanFirst facility.

The transaction is expected to close in the third quarter of 2026, subject to customary closing conditions.

Post closure, the company will be delisted from Nasdaq.

Fonar plans to release its second-quarter results in February 2026.

FONR Price Action: Fonar shares were up 25.51% at $18.39 during premarket trading on Tuesday. The stock is trading at a new 52-week high, according to Benzinga Pro data.

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