{"filing":{"accession_number":"0001193125-26-255449","cik":"0000355019","ticker":"FONR","company_name":"FONAR CORP","form":"8-K","filing_date":"2026-06-03","report_date":null,"primary_document":"d121091d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/355019/000119312526255449/d121091d8k.htm"},"events":[{"id":3104,"run_id":2707,"accession_number":"0001193125-26-255449","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"FONAR Corp completed a merger transaction in which all outstanding shares were converted into fixed cash consideration ($19.00 per Common/Class B share, $6.34 per Class C share, $10.50 per Class A Non-voting Preferred share), with the Company becoming a wholly owned subsidiary of Parent. The merger also involved entry into a $35 million credit facility ($20M term loan + $15M revolver) secured by substantially all assets.","company_name":"FONAR CORP","ticker":"FONR","filing_date":"2026-06-03","items":[{"id":3972,"accession_number":"0001193125-26-255449","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The disclosure describes entry into a material definitive agreement (a credit agreement) in connection with a \"Closing\" and \"Merger\" involving Parent, the Company (as successor to Merger Sub), and OceanFirst Bank. The $35 million in total credit facilities ($20M term loan + $15M revolver) secured by substantially all assets of borrowers and guarantors is material financing tied to a merger transaction. While Item 1.01 can cover M\u0026A or financing agreements, the explicit reference to \"the Merger\" and the Company becoming \"successor in interest to Merger Sub\" indicates this credit agreement is ancillary to a material acquisition or change-of-control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:24:30.355679+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3973,"accession_number":"0001193125-26-255449","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which FONAR Corp shares were converted into fixed cash consideration ($19.00 per Common/Class B share, $6.34 per Class C share, $10.50 per Class A Non-voting Preferred share). The filing describes the \"Effective Time\" of the Merger, automatic cancellation and conversion of outstanding shares, and treatment of excluded shares, which are hallmarks of a completed acquisition or change of control. This is material to investors as it represents a fundamental transaction affecting ownership and the company's status.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:24:30.355679+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3974,"accession_number":"0001193125-26-255449","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 discloses creation of a direct financial obligation, and the filing incorporates Item 1.01 (Business Combinations) by reference. This structure indicates a material acquisition or merger transaction that creates new financial obligations for FONAR. The cross-reference to Item 1.01 is the key signal that M\u0026A activity is the underlying event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:24:30.355679+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3977,"accession_number":"0001193125-26-255449","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change in control of FONAR Corp resulting from a merger, with the Company becoming a wholly owned subsidiary of Parent. This is a material acquisition/change of control event. The reference to \"the Merger\" and the resulting subsidiary status clearly indicate completion of a material M\u0026A transaction that would significantly affect investor interests.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:24:30.355679+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":3105,"run_id":2707,"accession_number":"0001193125-26-255449","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"FONAR notified Nasdaq of its intent to remove its Common Stock from listing, requested suspension of trading prior to June 3, 2026, and intends to file a Form 25 to delist and deregister the Common Stock under Section 12(b) of the Exchange Act, along with a Form 15 to suspend reporting obligations.","company_name":"FONAR CORP","ticker":"FONR","filing_date":"2026-06-03","items":[{"id":3975,"accession_number":"0001193125-26-255449","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing explicitly discloses that FONAR notified Nasdaq of its intent to remove the Common Stock from listing, requested suspension of trading prior to June 3, 2026, and requested filing of a Form 25 to delist and deregister the Common Stock under Section 12(b) of the Exchange Act. The company also intends to file a Form 15 to suspend reporting obligations. This is a material delisting event triggered by the closing of a merger (referenced in Item 2.01).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:24:30.355679+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":3106,"run_id":2707,"accession_number":"0001193125-26-255449","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Four directors—Ronald G. Lehman II, Richard E. Turk, Jessica Maher, and Robert M. Carrino—resigned from the board effective at the Effective Time of the merger, stated to be not due to any disagreement.","company_name":"FONAR CORP","ticker":"FONR","filing_date":"2026-06-03","items":[{"id":3978,"accession_number":"0001193125-26-255449","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"Four directors (Ronald G. Lehman II, Richard E. Turk, Jessica Maher, and Robert M. Carrino) resigned from the board effective at the Effective Time of a Merger. While the resignations are stated to be \"not because of any disagreement,\" the departure of multiple board members in connection with a merger transaction is a material event affecting the composition and governance of the registrant. The reference to Item 2.01 (M\u0026A activity) provides context, but the principal disclosure here is the departure of these directors.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:24:30.355679+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":3107,"run_id":2707,"accession_number":"0001193125-26-255449","anchor_item_number":"5.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"summary":"FONAR amended and restated its Certificate of Incorporation effective at the Effective Time of the merger, reflecting governance changes associated with the change of control transaction.","company_name":"FONAR CORP","ticker":"FONR","filing_date":"2026-06-03","items":[{"id":3979,"accession_number":"0001193125-26-255449","item_number":"5.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"Item 5.03 discloses an amendment and restatement of the Certificate of Incorporation effective at the \"Effective Time\" of a merger. The filing incorporates Item 2.01 by reference, which typically covers material acquisitions or mergers. While the certificate amendment itself is a formal corporate governance change, the materiality here derives from the underlying merger transaction referenced in Item 2.01, which is not fully detailed in this excerpt. The event is material because a merger constitutes a change of control or significant M\u0026A activity, but without the full Item 2.01 disclosure, the most conservative classification is other_material rather than ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:24:30.355679+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":3108,"run_id":2707,"accession_number":"0001193125-26-255449","anchor_item_number":"3.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"summary":"FONAR disclosed a material modification to security holder rights, with substance incorporated by reference from Items 2.01, 3.01, and 5.03 relating to the merger, delisting, and certificate amendment.","company_name":"FONAR CORP","ticker":"FONR","filing_date":"2026-06-03","items":[{"id":3976,"accession_number":"0001193125-26-255449","item_number":"3.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses a material modification to security holder rights, but the actual substance is incorporated by reference from Items 2.01 (acquisition/disposition), 3.01 (delisting risk), and 5.03 (amendments to articles/bylaws). Without the referenced sections visible, the specific event type cannot be determined with confidence. The modification is material by definition under Item 3.03, but the underlying event could be M\u0026A activity, delisting-related, or a governance change.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:24:30.355679+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":3972,"accession_number":"0001193125-26-255449","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The disclosure describes entry into a material definitive agreement (a credit agreement) in connection with a \"Closing\" and \"Merger\" involving Parent, the Company (as successor to Merger Sub), and OceanFirst Bank. The $35 million in total credit facilities ($20M term loan + $15M revolver) secured by substantially all assets of borrowers and guarantors is material financing tied to a merger transaction. While Item 1.01 can cover M\u0026A or financing agreements, the explicit reference to \"the Merger\" and the Company becoming \"successor in interest to Merger Sub\" indicates this credit agreement is ancillary to a material acquisition or change-of-control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:24:30.355679+00:00","company_name":"FONAR CORP","ticker":"FONR","filing_date":"2026-06-03"},{"id":3973,"accession_number":"0001193125-26-255449","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which FONAR Corp shares were converted into fixed cash consideration ($19.00 per Common/Class B share, $6.34 per Class C share, $10.50 per Class A Non-voting Preferred share). The filing describes the \"Effective Time\" of the Merger, automatic cancellation and conversion of outstanding shares, and treatment of excluded shares, which are hallmarks of a completed acquisition or change of control. This is material to investors as it represents a fundamental transaction affecting ownership and the company's status.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:24:30.355679+00:00","company_name":"FONAR CORP","ticker":"FONR","filing_date":"2026-06-03"},{"id":3974,"accession_number":"0001193125-26-255449","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 discloses creation of a direct financial obligation, and the filing incorporates Item 1.01 (Business Combinations) by reference. This structure indicates a material acquisition or merger transaction that creates new financial obligations for FONAR. The cross-reference to Item 1.01 is the key signal that M\u0026A activity is the underlying event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:24:30.355679+00:00","company_name":"FONAR CORP","ticker":"FONR","filing_date":"2026-06-03"},{"id":3975,"accession_number":"0001193125-26-255449","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing explicitly discloses that FONAR notified Nasdaq of its intent to remove the Common Stock from listing, requested suspension of trading prior to June 3, 2026, and requested filing of a Form 25 to delist and deregister the Common Stock under Section 12(b) of the Exchange Act. The company also intends to file a Form 15 to suspend reporting obligations. This is a material delisting event triggered by the closing of a merger (referenced in Item 2.01).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:24:30.355679+00:00","company_name":"FONAR CORP","ticker":"FONR","filing_date":"2026-06-03"},{"id":3976,"accession_number":"0001193125-26-255449","item_number":"3.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses a material modification to security holder rights, but the actual substance is incorporated by reference from Items 2.01 (acquisition/disposition), 3.01 (delisting risk), and 5.03 (amendments to articles/bylaws). Without the referenced sections visible, the specific event type cannot be determined with confidence. The modification is material by definition under Item 3.03, but the underlying event could be M\u0026A activity, delisting-related, or a governance change.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:24:30.355679+00:00","company_name":"FONAR CORP","ticker":"FONR","filing_date":"2026-06-03"},{"id":3977,"accession_number":"0001193125-26-255449","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change in control of FONAR Corp resulting from a merger, with the Company becoming a wholly owned subsidiary of Parent. This is a material acquisition/change of control event. The reference to \"the Merger\" and the resulting subsidiary status clearly indicate completion of a material M\u0026A transaction that would significantly affect investor interests.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:24:30.355679+00:00","company_name":"FONAR CORP","ticker":"FONR","filing_date":"2026-06-03"},{"id":3978,"accession_number":"0001193125-26-255449","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"Four directors (Ronald G. Lehman II, Richard E. Turk, Jessica Maher, and Robert M. Carrino) resigned from the board effective at the Effective Time of a Merger. While the resignations are stated to be \"not because of any disagreement,\" the departure of multiple board members in connection with a merger transaction is a material event affecting the composition and governance of the registrant. The reference to Item 2.01 (M\u0026A activity) provides context, but the principal disclosure here is the departure of these directors.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:24:30.355679+00:00","company_name":"FONAR CORP","ticker":"FONR","filing_date":"2026-06-03"},{"id":3979,"accession_number":"0001193125-26-255449","item_number":"5.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"Item 5.03 discloses an amendment and restatement of the Certificate of Incorporation effective at the \"Effective Time\" of a merger. The filing incorporates Item 2.01 by reference, which typically covers material acquisitions or mergers. While the certificate amendment itself is a formal corporate governance change, the materiality here derives from the underlying merger transaction referenced in Item 2.01, which is not fully detailed in this excerpt. The event is material because a merger constitutes a change of control or significant M\u0026A activity, but without the full Item 2.01 disclosure, the most conservative classification is other_material rather than ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:24:30.355679+00:00","company_name":"FONAR CORP","ticker":"FONR","filing_date":"2026-06-03"}]}