Fonar (NASDAQ:FONR) stockholders approved a merger agreement at a virtual special meeting held Thursday, clearing the key proposal presented to investors, according to remarks made during the meeting.
John Collins, FONAR’s general counsel and acting corporate secretary, chaired the special meeting and said it had been called for stockholders to consider and vote on two proposals. The primary item was adoption and approval of the Agreement and Plan of Merger dated Dec. 23, 2025, by and among FONAR LLC, FONAR Acquisition Sub, Inc. and FONAR Corporation.
Merger proposal approved
Jim Alden, a representative of Broadridge Financial Solutions, Inc. serving as inspector of election, reported that a quorum was present and that the meeting was duly constituted. After voting closed on the merger proposal, Alden said the “requisite number of shares” had been voted in favor of the proposal and that the merger proposal had been approved.
Collins said a final vote tally would be publicly disclosed in the company’s public filings. The meeting transcript did not include the number of votes cast for or against the merger proposal, nor the number of abstentions or broker non-votes.
Adjournment proposal not presented
The second proposal listed for the meeting was an adjournment proposal, which would have allowed the company to adjourn the special meeting to a later date or dates to solicit additional proxies if there were insufficient votes to approve the merger agreement.
Because the merger proposal was approved, Collins said the adjournment proposal would not be presented.
Meeting details
The special meeting was conducted through a virtual online platform hosted by Broadridge Financial Solutions. Collins said stockholders attending with a valid 16-digit control number could submit questions germane to the business of the meeting, but no such questions were submitted.
Collins said the record date for determining stockholders entitled to vote was April 13, 2026. As of that date, the company had 6,555,667 shares of capital stock issued and outstanding and entitled to vote at the special meeting. That total consisted of:
- 6,173,008 shares of common stock;
- 146 shares of Class B common stock; and
- 382,513 shares of Class C common stock.
Collins also said notice of the special meeting, along with the proxy statement and proxy card, had been furnished to stockholders of record as of April 16, 2026.
The meeting was called to order at 11:00 a.m. Eastern time on May 28, 2026, and the polls for the merger proposal closed at 11:07 a.m. Eastern time. Collins adjourned the meeting after the inspector of election reported approval of the merger proposal.
About Fonar (NASDAQ:FONR)
Fonar Corporation is a medical technology company primarily engaged in the design, manufacture and sale of magnetic resonance imaging (MRI) systems. The company’s flagship product, the UPRIGHT® Multi-Position™ MRI, enables patients to be scanned in standing, seated and traditional recumbent positions, offering enhanced diagnostic capabilities for musculoskeletal, neurological and vascular conditions. In addition to MRI equipment sales, Fonar provides equipment installation, training and maintenance services to hospitals, imaging centers and private practices.
Headquartered in Melville, New York, Fonar markets its MRI systems both domestically and internationally, supported by a network of service engineers and customer support personnel.
