福纳 2026年季度报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 ☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended DECEMBER 31, 2025Commission file number 0-10248 FONAR CORPORATION (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for shorter Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,smaller reporting company, or an emerging growth company. See definition of accelerated filer, large accelerated filer, Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Smaller reporting company☒Emerging Growth Company☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ EXPLANATORY NOTE The number of outstanding shares of Common Stock, 6,173,008, as indicated on the cover page of this Form 10-Q, is net of 30,457 treasury shares deducted from the previously reported 6,203,465 outstanding shares of Common Stock. FONAR CORPORATION AND SUBSIDIARIES INDEX PART I - FINANCIAL INFORMATION December 31, 2024Condensed Consolidated Statements of Changes in Equity for the Three Months Ended December 31, FONAR CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2025 and 2024(Amounts and shares in thousands, except per share amounts)(UNAUDITED) NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business FONAR Corporation (the “Company” or “FONAR”) is a Delaware corporation, which was incorporated on July 17, 1978.FONAR is engaged in the research, development, production and marketing of medical scanning equipment, which usesprinciples of Magnetic Resonance Imaging (“MRI”) for the detection and diagnosis of human diseases. In addition to the FONAR, through its wholly-owned subsidiary Health Management Corporation of America (“HMCA”), providescomprehensive management services to diagnostic imaging facilities. The services provided by the Company includedevelopment, administration, leasing of office space, facilities and medical equipment, provision of supplies, staffing and On July 1, 2015, the Company reorganized the segment of our business dedicated to the management of diagnosticimaging centers. The reorganization integrated the operations of Health Management Corporation of America and HealthDiagnostics Management (“HDM”). Imperial Management Services, LLC contributed all of its assets (which were utilizedin the business of Health Management Corporation of America) to HDM and received a 24.2% interest in HDM. HealthManagement Corporation of America retained a direct ownership interest of 45.8% in HDM, and the original investors inHDM retained a 30.0% ownership interest in the newly expanded HDM. During the fiscal year ended June 30, 2025, the Proposed Going-Private Transaction On December 23, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) withFONAR, LLC, a Delaware limited liability company (“Parent”), and FONAR Acquisition Sub, Inc., a Delawarecorporation and a wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, subject to theterms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the“Merger”), with the Company continuing as the surviving corporation and a subsidiary of Parent following the Merger.Parent and Merger Sub are each affiliated with and owned and controlled, by Timothy Damadian, the Company’s ChiefExecutive Officer and Chairman of our Board of Directors. Timothy Damadian and other members of a group of 57 total(including Parent and Merger Sub) individuals, trusts, corporations and limited liability companies (we refer to this group, NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2025 and 2024 NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (CONTINUED) Proposed Going-Private Transaction (Continued) Share Price”) equal to: (i) $19.00 per share of Common Stock, (ii) $19.00 per share of Class B Common Stock, (iii) $6.34per share of Class C Common Stock, and (iv) $10.50 per share of Class A Non-voting Preferred Stock. Shares held byParent, by the Company or by a