FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐

For the quarterly period ended MARCH 31, 2026

Commission file number 0-10248

FONAR CORPORATION

(Exact name of registrant as specified in its charter)

delaware		11-2464137
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

110 Marcus Drive Melville, New York		11747
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (631) 694-2929

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 the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer ☐
Smaller reporting company ☒	Emerging Growth Company ☐

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FONAR CORPORATION AND SUBSIDIARIES

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, $.0001 par value		FONR		NASDAQ Capital Market

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the close of the latest practicable date.

Class	Outstanding at May 5, 2026
Common Stock, par value $.0001		6,173,008
Class B Common Stock, par value $.0001		146
Class C Common Stock, par value $.0001		382,513
Class A Preferred Stock, par value $.0001		313,438

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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. Such 30,457 shares represent treasury shares that were repurchased pursuant to the Company’s 2022 stock repurchase program in the quarter ended March 31, 2025.

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FONAR CORPORATION AND SUBSIDIARIES

INDEX

PART I - FINANCIAL INFORMATION		PAGE
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets – as of March 31, 2026 and June 30, 2025		4
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and March 31, 2025		7
Condensed Consolidated Statements of Operations for the Nine Months Ended March 31, 2026 and March 31, 2025		8
Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2026 and March 31, 2025		9
Condensed Consolidated Statements of Changes in Equity for the Nine Months Ended March 31, 2026 and March 31, 2025		11
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2026 and March 31, 2025		13
Notes to Condensed Consolidated Financial Statements		14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		38
Item 3. Quantitative and Qualitative Disclosures About Market Risk		45
Item 4. Controls and Procedures		45
PART II - OTHER INFORMATION		46
Item 1. Legal Proceedings		46
Item 1A. Risk Factors		47
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		56
Item 3. Defaults Upon Senior Securities		56
Item 4. Mine Safety Disclosures		56
Item 5. Other Information		56
Item 6. Exhibits and Reports on Form 8-K		57
Signatures		58

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FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts and shares in thousands, except per share amounts)

ASSETS


	March 31, 2026 (Unaudited)		June 30, 2025 (Note 1)
Current Assets:
Cash and cash equivalents	$	53,650	$	56,334
Short-term investments		122		120
Accounts receivable – net of allowances for credit losses of $124 and $264 at March 31, 2026 and June 30, 2025, respectively		4,717		5,305
Accounts receivable – related party		30		—
Medical receivable		25,592		24,490
Management and other fees receivable – net of allowances for credit losses of $11,930 and $14,296 at March 31, 2026 and June 30, 2025, respectively		48,608		43,401
Management and other fees receivable – related medical practices – net of allowances for credit losses of $9,320 and $7,137 at March 31, 2026 and June 30, 2025, respectively		10,042		9,748
Inventories – net		2,832		2,813
Prepaid expenses and other current assets – related party		940		411
Prepaid expenses and other current assets		1,474		2,050
Total Current Assets		148,007		144,672

Accounts receivable – long-term		3,040		3,550
Deferred income tax asset		6,195		6,349
Property and equipment – net		18,199		18,532
Note receivable – related party		592		555
Right-of-use asset – operating leases		35,011		35,136
Right-of-use asset – finance lease		207		377
Goodwill		4,269		4,269
Other intangible assets – net		2,811		2,992
Other assets		891		476
Total Assets	$	219,222	$	216,908

See accompanying notes to the unaudited condensed consolidated financial statements.

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FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

(Amounts and shares in thousands, except per share amounts)

LIABILITIES AND EQUITY

	March 31, 2026 (Unaudited)		June 30, 2025 (Note 1)
Current Liabilities:
Accounts payable	$	2,287	$	1,302
Other current liabilities		4,695		6,975
Unearned revenue on service contracts		4,399		4,866
Unearned revenue on service contracts – related party		27		—
Operating lease liabilities – current portion		3,810		3,383
Finance lease liability – current portion		224		244
Customer deposits		681		354
Total Current Liabilities		16,123		17,124

Long-Term Liabilities:
Unearned revenue on service contracts		3,273		3,801
Deferred income tax liability		321		321
Due to related party medical practices		93		93
Operating lease liabilities – net of current portion		34,797		35,149
Finance lease liability – net of current portion		—		142
Other liabilities		159		173

Total Long-Term Liabilities		38,643		39,679
Total Liabilities		54,766		56,803

See accompanying notes to the unaudited condensed consolidated financial statements.

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FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

(Amounts and shares in thousands, except per share amounts)

LIABILITIES AND EQUITY (Continued)

EQUITY:	March 31, 2026 (Unaudited)		June 30, 2025 (Note 1)
Class A non-voting preferred stock $.0001 par value; 453 shares authorized at March 31, 2026 and June 30, 2025, 313 issued and outstanding at March 31, 2026 and June 30, 2025	$	—	$	—
Preferred stock $.001 par value; 567 shares authorized at March 31, 2026 and June 30, 2025, issued and outstanding – none		—		—
Common Stock $.0001 par value; 8,500 shares authorized at March 31, 2026 and June 30, 2025, 6,173 issued at March 31, 2026 and 6,203 at June 30, 2025, 6,168 outstanding at March 31, 2026 and June 30, 2025, respectively		1		1
Class B Common Stock (10 votes per share) $.0001 par value; 227 shares authorized at March 31, 2026 and June 30, 2025, 0.146 issued and outstanding at March 31, 2026 and June 30, 2025