FONAR Signs Definitive Agreement for "Take Private" Sale to Acquisition Group Led by CEO; Fonar Stockholders To Receive $19.00 Per Share Of Common Stock, In An All-Cash Transaction

FONAR Corporation (NASDAQ:FONR) ("FONAR" or the "Company"), The Inventor of MR Scanning™, today confirmed that it entered into a definitive agreement on December 23, 2025 (the "Merger Agreement") with FONAR, LLC and FONAR Acquisition Sub, Inc. (collectively, "Buyer"), under which, subject to the satisfaction of the conditions set forth in the Merger Agreement, Buyer will acquire all of the issued and outstanding shares of the Company (other than shares owned by Buyer, the members of the Acquisition Group or shares held in treasury by the Company or its direct or indirect subsidiaries), for an amount in cash equal to $19.00 per share of the Company's common stock, $19.00 per share of the Company's Class B common stock, $6.34 per share of the Company's Class C common stock and $10.50 per share of the Company's Class A non-voting preferred stock (the "Transaction").

Buyer is controlled by the previously disclosed acquisition group led by Chief Executive Officer Timothy Damadian and consisting of certain members of the Company's management team and board of directors (the "Board") and third parties (collectively, the "Acquisition Group"). A special committee of the Board, consisting solely of disinterested members of the Board (the "Special Committee"), in consultation with its independent financial and legal advisors, unanimously recommended the entry into the Merger Agreement and the Transaction, and the Board (excluding directors that are members of the Acquisition Group who recused themselves from the vote) unanimously approved the entry into the Merger Agreement.

Subject to the satisfaction of the conditions set forth in the Merger Agreement, holders of the Company's common stock will receive $19.00 per share in cash at the closing of the Transaction. The Transaction price per share of the Company's common stock represents a 31.5% premium to the closing share price on the Nasdaq Capital Market on the last trading day prior to the announcement of the Transaction, a 21.9% premium to the closing share price on the Nasdaq Capital Market on July 8, 2025 (the last trading day prior to the announcement of the Acquisition Group's initial non-binding proposal), and a 39.7% premium over the average closing price of the common stock for the 90 trading day trading period ending on June 30, 2025.