DEF 14A 1 fonar-def_14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

FONAR CORPORATION

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

FONAR CORPORATION

110 Marcus Drive

Melville, New York 11747

(631) 694-2929

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Wednesday, June 17, 2026

To The Stockholders:

The Annual Meeting of the stockholders of Fonar Corporation, a Delaware corporation (the “Company” or “FONAR”) will be held at the Hilton Long Island Huntington Hotel, 598 Broadhollow Road, Melville, New York 11747 (631-845-1000), on Wednesday, June 17, 2026, at 10:00 a.m. local time for the following purposes:

1. To elect five Directors to the Board of Directors.

2. To approve, on an advisory basis, the compensation of the Company’s named executive officers.

3. To ratify the selection of CohnReznick LLP as the Company’s independent auditors for the fiscal year ending June 30, 2026.

4. To transact such other business as may properly come before the meeting.

Only stockholders of record at the close of business on April 20, 2026 are entitled to notice of, and to vote at, this meeting. A list of such stockholders will be available for examination by any stockholder for any purpose germane to the meeting, during normal business hours, at the principal office of the Company, 110 Marcus Drive, Melville, New York, for a period of ten days prior to the meeting.

Whether or not you expect to attend in person, we urge you to vote your shares at your earliest convenience. You may vote by internet, by phone or by signing, dating, and returning your proxy at your earliest convenience. Voting by internet, telephone or mail will not prevent you from voting your stock at the meeting if you desire to do so, as your proxy is revocable at your option.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ John Collins

John P. Collins, Acting Secretary

Page 1

PROXY STATEMENT

FOR ANNUAL MEETING OF

STOCKHOLDERS TO BE HELD MONDAY, JUNE 17, 2026

This proxy statement, which is first being made available to shareholders on or about May 5, 2026 on the internet, is furnished in connection with the solicitation of proxies by the Board of Directors of Fonar Corporation (the "Company"), to be voted at the annual meeting of the stockholders of the Company to be held at 10:00 a.m. on June 17, 2026, and any adjournment(s) thereof for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. At the same time a paper notice regarding the availability of proxy materials will be mailed to stockholders. Stockholders who execute proxies retain the right to revoke them at any time prior to the exercise of the powers conferred thereby. The cost of solicitation of proxies will be borne by the Company.

The stockholders will have several options as to how to view the materials and vote their shares.

The Company is posting the Notice of Annual Meeting and Proxy Statement, together with the Annual Report on the internet. You may read the materials online or print out a copy. You will also have the ability to vote online.

In the alternative, you may elect to receive an e-mail or the traditional paper copies of the Notice of Annual Meeting and Proxy Statement, and the Annual Report. There is no charge for receiving e-mail or paper copies, BUT you must request paper copies if you want them. To facilitate timely delivery please make the request as instructed on or before May 26, 2026.

To view the materials and vote on the internet, have the 12 Digit Control Number(s) located on the Notice Regarding the Availability of Proxy Materials available and visit: www.proxyvote.com.

Stockholders may request a copy of the Proxy Materials:

1. By internet – visit www.proxy.com

2. By telephone – 1-800-579-1639

3. By e-mail – sendmaterial@proxyvote.com

Only stockholders of record at the close of business on April 20, 2026, will be entitled to vote at the meeting. Shares of Common Stock are entitled to one vote per share, shares of Class B Common Stock are entitled to ten votes per share and shares of Class C Common Stock are entitled to twenty-five votes per share. At the close of business on April 20, 2026, there were issued and outstanding 6,173,008 shares of Common Stock held of record by approximately 895 stockholders, 146 shares of Class B Common Stock held of record by 12 stockholders and 382,513 shares of Class C Common Stock held of record by 4 shareholders. The 313,438 shares of Class A Nonvoting Preferred Stock were held by 998 stockholders at the close of business on April 20, 2026; these shares are not entitled to vote. Except for the shares of Class A Nonvoting Preferred Stock, there are no shares of Preferred Stock issued and outstanding.

Any proxy may be revoked at any time before it is exercised by delivery of a written instrument of revocation or a later dated proxy to the Secretary of the Company at the principal executive office of the Company or, while the meeting is in session, to the Secretary of the meeting, without, however, affecting any vote previously taken. The presence of a stockholder at the meeting will not operate to revoke his proxy. The casting of a ballot by a stockholder who is present at the meeting, however, will revoke his proxy, but only as to the matters on which the ballot is cast and not as to any matters on which he does not cast a ballot or as to matters previously voted upon.

Proxies received by management will be voted at the meeting or any adjournment thereof. EACH PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE THEREIN BY THE PERSON GIVING THE PROXY. TO THE EXTENT NO CHOICE IS SPECIFIED, HOWEVER, THE PROXY WILL BE VOTED FOR MANAGEMENT’S PROPOSALS. All of management’s proposals have been unanimously approved by the Board of Directors.

1. ELECTION OF DIRECTORS AND MANAGEMENT INFORMATION

Five directors are to be elected at the annual meeting, to hold office until the next annual meeting of stockholders and until their successors are elected and qualified. It is intended that the accompanying proxy will be voted in favor of the following nominees to serve as directors unless the stockholder indicates to the contrary on the proxy. All of the nominees are currently directors. Management expects that each of the nominees will be available for election.

Page 2

NOMINEES FOR ELECTION OF DIRECTORS

1. Timothy Damadian

2. Robert M. Carrino

3. Ronald G. Lehman

4. Richard E. Turk

5. Jessica Maher

BIOGRAPHIES FOR DIRECTORS AND OFFICERS

Timothy Damadian (age 61) has served as the Chairman of the FONAR Board since September 2022, and as the President and Chief Executive Officer of FONAR since February 2016. He has also served as FONAR’s Treasurer since August 2022. From 2010 to 2016 he served as an independent consultant, with a focus on FONAR’s MRI facility management business. Mr. Damadian began his career at FONAR in 1985, installing MRI scanners and components for FONAR customers. Over the course of the following 16 years, he held positions of increasing authority, eventually becoming Vice President of Operations. In 1997, Mr. Damadian was appointed President of the newly formed HMCA, a subsidiary of FONAR that was formed to manage medical and diagnostic imaging offices. In 2001, Mr. Damadian left FONAR to form Integrity Healthcare Management, Inc., a diagnostic imaging management company that would eventually manage 11 MRI scanning centers in New York and Florida. The company was a success and was sold to Health Diagnostics, LLC in 2007. Mr. Damadian returned to Fonar as a consultant in 2010 and was appointed as FONAR’s Chief Executive Officer and President in February 2016. He also serves as a Manager of HDM.

Luciano B. Bonanni (age 70) has served as FONAR’s Chief Operating Officer and Executive Vice President since June 2016. Prior to his appointment as our Chief Operating Officer, Mr. Bonanni had served the Company as Vice President since 1989, during which time he oversaw general operations, research and development, manufacturing, service, sales, finance, accounting and regulatory compliance. Prior to 1989, Mr. Bonanni held the title of Vice President of Production and Engineering from the time of FONAR’s initial public offering in 1981. Mr. Bonanni joined the Company as an electrical engineer in 1978. He holds a Bachelor of Electrical Engineering degree from Manhattan College.

Robert M. Carrino (age 38) has served as a director of FONAR since July 2025. Mr. Carrino is a Partner at CFGI, LLC, the leading global independent accounting and business advisory firm, backed by The Carlyle Group and CVC Capital Partners. At CFGI, Mr. Carrino provides complex accounting and consulting services to both public and private companies of all sizes across various industries. Additionally, Mr. Carrino leads the firms SPAC practice. Mr. Carrino joined CFGI in 2016 as a Manager and became Partner in January 2023. Prior to joining CFGI, Mr. Carrino was an audit manager at KPMG, LLP’s Metro New York Long Island Office servicing clients mainly in the media and entertainment industry. Mr. Carrino, a Certified Public Accountant, earned the degree of Bachelor of Science in Business Administration with a concentration in accounting from Western New England University.

Ronald G. Lehman (age 49) has served as a director of FONAR since April 2012, and as Chair of the Company’s Audit Committee since 2021. Since January 2010, Mr. Lehman is Managing Director and Head of Investment Banking at Bruderman Advisory Group, LLC where he is responsible for the firm’s sell-side advisory and capital raising processes. Mr. Lehman is also a Partner at Sandy Hill Investors, LLC, participating in and overseeing many of the firm’s investments, since January 2024. Mr. Lehman has also served as the Chairman of portfolio company Persante Acquisition Corp. since November 2021, and was a board member at Seviroli Foods, LLC during the firm’s investment period from 2022 to 2023. Prior to then, Mr. Lehman worked at Deutsche Bank from 1998 to 2000. Beginning in 2000 until 2008, Mr. Lehman worked for various Bruderman entities as a buy- and sell-side advisor, and as a principal in several private equity transactions. In 2008, Mr. Lehman joined Health Diagnostics, LLC, one of the country’s fastest growing diagnostic imaging providers, as Senior Vice President of Acquisitions, where he managed the company’s acquisition and corporate finance activities until 2010. Mr. Lehman returned to Bruderman in 2010 to lead the firm’s investment banking efforts. Mr. Lehman is a graduate of Columbia University with a B.A. in History.

Page 3

Richard E. Turk (age 41) has served as a director of FONAR since June 2020. Mr. Turk is the Chief Financial Officer of PRISM Vision Group, a subsidiary of McKesson Corporation (NYSE: MCK). PRISM Vision Group is a multi-location, outpatient comprehensive eye care practice headquartered in New Providence, New Jersey. Mr. Turk joined PRISM in November, 2018 as the Chief Development Officer and became CFO in March 2021. Mr. Turk has helped PRISM expand from a single-specialty (retina) provider with 17 locations and 21 physicians to a comprehensive, vertically-integrated, multi-specialty, eye care organization with approximately 2 physicians and more than 90 locations across New Jersey, Pennsylvania, Delaware, Virginia, Washington DC, Maryland, and Washington. Mr. Turk helped lead the sale of PRISM Vision Group to McKesson Corporation in 2025. Prior to his tenure at PRISM, Mr. Turk was employed by Professional Physical Therapy, a private equity-backed outpatient physical and occupational therapy company headquartered in Uniondale, New York with more than 180 locations across New York, New Jersey, Connecticut, Massachusetts and New Hampshire. During his four years at Professional Physical Therapy, Mr. Turk sourced, analyzed, and completed 32 acquisitions comprised of 116 clinics, expanding the company’s services and adding three states to its geographic footprint. From 2007 to 2014, Mr. Turk was employed by Bruderman Brothers, a broker dealer involved in investment banking, merchant banking, investment advisory, and consulting for lower middle market companies ($10M-$250M of enterprise value) in a variety of industries, including healthcare. Mr. Turk was Vice President of Bruderman Brothers from 2011 to 2014. Mr. Turk graduated from Columbia University with a B.A. in American History in 2007.

Jessica Maher (age 28) has served as a director of FONAR since March 2023. Since June 2022, Mrs. Maher is a staff accountant at Ives & Sultan, LLP in Woodbury, New York, where she is responsible for preparing audited financial statements for various clients, overseeing audit testing areas, audits of 401(k) plans, and personal and company tax returns. From 2014 to 2017, Mrs. Maher worked for Tritech Healthcare Management in Melville, New York, where she reviewed patient files, insurance, charts and documents to ensure that the services provided by clients were being properly billed. In 2018, Mrs. Maher interned at Northwell Health in Westbury, New York, where she supported the financial reporting team for two hospitals, reported into accounts receivable software, and analyzed patient billing records to identify overpayments. Mrs. Maher’s first position out of college was with PricewaterhouseCoopers in Melville, New York, where she was assigned to two private equity clients, was responsible for a variety of the audit areas, and assisted managers in reviewing financial statements, footnote disclosures, and audit opinions. Mrs. Maher holds a Bachelor of Science in Accounting with a minor in Accounting Information Systems, and a Master of Science in Accounting from Fairfield University in Fairfield, Connecticut.

CORPORATE GOVERNANCE, THE BOARD AND ITS COMMITTEES

All of the nominees are presently directors of the Company. The five nominees will be elected to hold office for the ensuing year or until their respective successors are elected and qualified. Of the five nominees, Ronald G. Lehman, Richard E. Turk, Robert M. Carrino and Jessica Maher are independent, as defined in the Securities and Exchange Commission Regulations and NASDAQ Market Place Rules. In making such determinations, there were no transactions, relationships or arrangements not disclosed in our SEC filings to be considered by the Board of Directors, in determining whether the director was independent.

BOARD MEETINGS

During the year ended June 30, 2025, the Board of Directors and the audit committee met four times.

The attendance of the Board of Directors at annual meetings is not required. The Chairman of the Board, however, when he attends the annual meeting of stockholders, acts as Chairman of the Meeting.

Timothy Damadian receives no compensation for serving on the Board. The other directors are each paid a minimum of $20,000 per year in their capacities as directors. This is the sole compensation payable to the directors.

Page 4

Board Leadership Structure. The current Board Chairman is Timothy Damadian. In addition, although the Company has not selected a lead independent director, Ronald G. Lehman effectively functions as such. The Company believes that the current leadership structure is appropriate for the Company in the context of the specific circumstances facing the Company. Consideration of the Company’s leadership structure is a continuing process which the Board of Directors and Management of the Company undertake in coordination with each other.

The lead independent director, Ronald G. Lehman, acts as the Chairman of the Audit Committee. As such he plays a leading role in the engagement of auditors and the review of the Company’s financial statements. Under certain circumstances, he will also serve as the principal point for employees.

The Company believes its present leadership structure is successfully meeting the Company’s current needs, including:

*		Efficient communication between Management and the Board;
*		Clarity for the Company’s stockholders on corporate leadership and accountability;
*		The Chairman of the Board having the Company’s strategy, operations and financial conditions; and
*		Continuity in the Company’s leadership, as the Chairman of the Board, Timothy Damadian, began his career at Fonar in 1985.

The Company's Board of Directors has an audit committee. There is no standing compensation committee, nominating committee or other committee of the Board.

In accordance with the NASDAQ Marketplace Rules, the Board of Directors adopted a written charter for the audit committee which took effect in June 2001 and was revised on November 17, 2004. All of the directors on the audit committee are independent.

Stockholders may communicate with directors by writing to them at the Company in accordance with the Company’s corporate governance policies and code of conduct, or in any other manner the particular director may provide. Depending on the sensitivity and timing of a matter raised by a stockholder and the need for disclosure of matters to be made not to just one stockholder, but to the stockholders as a whole, it may not be possible for the director to reply to the stockholder.

The Company’s Chairman of the Board, Timothy Damadian, as trustee and individually, controls more than 50% of the voting power of the Company’s outstanding stock. Consequently, the Company is a controlled company for purposes of NASDAQ Marketplace Rule 4350(c).

AUDIT COMMITTEE

The Audit Committee, which is comprised solely of independent directors, is governed by a Board approved charter that contains, among other things, the Committee’s membership requirements and responsibilities. The audit committee oversees the Company’s accounting, financial reporting processes, internal controls and audits, and consults with management and the independent public accountants on, among other items, matters related to the annual audit, the published financial statements and the accounting principles applied. As part of its duties, the audit committee appoints, evaluates and retains the Company’s independent public accountants. It also maintains direct responsibility for the compensation, termination and oversight of the Company’s independent public accountants and evaluates the independent public accountants’ qualifications, performance and independence. On December 4, 2024, the audit committee resolved to dismiss Marcum LLP and retain Cohn Reznick LLP as the Company’s independent public accountant.

Financial Expert on Audit Committee: The Board has determined that Mr. Ronald G. Lehman, is the audit committee financial expert. The Board made a qualitative assessment of Mr. Lehman’s level of knowledge and experience based on a number of factors, including his formal education and experience.

Board Oversight of Risk Management. The Company faces risk in many different areas, including business strategy; government regulation; financial condition; health care compliance; product research and development; competition for talent; business vitality; operational efficiency; quality assurance; reputation; intellectual property; cybersecurity; and trade secrets, among others. The oversight function is carried out in the quarterly and annual Audit Committee meetings and by communication and meetings with the Company’s Management, which exercises the responsibility for oversight of risk management.

Page 5

AUDIT COMMITTEE REPORT

The audit committee has (a) reviewed and discussed the audited financial statements with management, (b) discussed with the independent auditors the matters required to be discussed by SAS 61 (Statement on Auditing Standards No. 61) and (c) has received the written disclosures and the letter from the independent auditors required by Independence Standards Board, Standard No. 1 and has discussed with the independent auditors the independent accountants’ independence.

Based on the foregoing review and discussions, the audit committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

The members of the audit committee are Ronald G. Lehman, Richard E. Turk and Jessica Maher, all of whom are independent directors, as defined in the Securities and Exchange Commission Regulations and NASDAQ Market Place Rules.

NOMINATING COMMITTEE

The Board of Directors does not believe it requires a separate standing nominating committee because the Board of Directors is relatively small and can make the nominations acting as a whole. The Board does not have a policy with regard to director candidates recommended by stockholders because the absence of such recommendations makes a formal policy unnecessary. Historically, there usually has not been a need for a committee to identify new nominees in the case of the resignation or death of an existing director. The remaining directors evaluate a new nominee based on the nominee’s integrity, loyalty, competence and experience, and how the nominee’s background complements that of the remaining directors.

Promoting diversity in the selection of nominees has not yet been considered, but the Board follows a policy of nondiscrimination and equal opportunity.

COMPENSATION COMMITTEE

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board of Directors does not believe it requires a separate standing compensation committee because the management, under the authority of the Chairman of the Board and the Chief Executive Officer, is best equipped to make compensation decisions. The Board reserves the right to change this policy at any time.

Timothy Damadian, who serves as the Chairman of the Board, Chief Executive Officer and President of the Company, participates in the deliberation and determination of executive officer and director compensation.

VOTE REQUIRED AND BOARD RECOMMENDATION

The directors will be elected by the vote of a plurality of the votes represented at the meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE NOMINEES FOR THE DIRECTORS OF THE COMPANY.

Page 6

INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS, AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of the Company’s securities, by holders of at least 5% of the shares of any class, by the Company’s nominees for directors and named executive officers, and by the director nominees and named executive officers as a group, as of the close of business on April 20, 2026 unless otherwise noted. The information set forth in the following table is based on (i) 6,173,008 shares of issued and outstanding Common Stock, (ii) 146 shares of issued and outstanding Class B Common Stock, and (iii) 382,513 shares of issued and outstanding Class C Common Stock, as of the close of business on April 20, 2026. We believe, based on information provided to us, that each of the stockholders listed below has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise.

Name and Address of Beneficial Owner (1)	Shares Beneficially Owned	Percent of Class

Timothy Damadian
Chairman of the Board, CEO and President
5% + Stockholder
Common Stock (2)	79,464	1.29%
Class C Common Stock (3)	382,446	99.98%

Citigroup Global Markets Inc
399 Park Avenue, Level B
New York, New York 10022
Class B Common Stock	24	16.42%

Elaine B Dohan & Marc Dohan TR UA 12/05/1993 J Lawrence Dohan Irrevocable Trust
Class B Common Stock	16	10.95%

First Clearing LLC
PO BOX 6570, Glen Allen
Virginia 23058
Class B Common Stock	50	34.22%

Gerlach & Co
FBO Comptroller State of New York
Office of Unclaimed Funds
110 State Street, Albany, New York 12236
Class B Common Stock	10	6.84%

Money Concepts Capital Corp.
11440 North Jog Road
Palm Beach Gardens, Florida 33418
Common Stock (4)	510,672	8.27%

Page 7

Name and Address of Beneficial Owner (1)	Shares Beneficially Owned	Percent of Class

Morgan Stanley DW Inc
1300 Thames Street, 6th Floor
Baltimore, Maryland 21231
Class B Common Stock	8	5.47%

Hilary L. Shane Revocable Trust
78 Lighthouse Drive
Jupiter, FL 33469
Common Stock (5)	413,206	6.70%

Renaissance Technologies, LLC
Renaissance Technologies Holding Corporation
800 Third Avenue
New York, NY 10022
Common Stock (6)	315,716	5.11%

Richard N. Dods
Class B Common Stock	24	16.42%


Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, TX 78746
Common Stock (7)	315,471	5.11%

Luciano B. Bonanni,
EVP and COO
Common Stock	54,253	*

John P. Collins
General Counsel
Common Stock	0	*

Robert M. Carrino
Director
Common Stock	0	*

Ronald G. Lehman
Director
Common Stock	4,330	*

Page 8

Name and Address of Beneficial Owner (1)	Shares Beneficially Owned	Percent of Class

Richard E. Turk
Director
Common Stock	0	*

Jessica Maher
Director
Common Stock	0	*

All NEOs and Directors
as a Group (7 persons)
Common Stock	138,047	2.24%
Class C Common Stock (3)	382,446	99.98%

* Less than one percent

(1). Unless otherwise provided, the address for each beneficial owner is c/o Fonar Corporation, 110 Marcus Drive, Melville, New York 11747.

(2). Consists of (a) 79,059 shares held directly by Timothy Damadian, (b) 5 shares held directly by Raymond Damadian Cust Timothy R Damadian UGMA NY, a custodial account of which Timothy Damadian is the sole beneficiary, and (c) 400 shares held directly by Raymond Damadian TR Timothy Damadian Trust, of which Timothy Damadian is the trustee and sole beneficiary.

(3). Consists of an aggregate of 382,446 shares of Class C Common Stock, of which (a) 127,482 shares are held directly by the Timothy R Damadian TR UA 11/08/2022 Timothy Damadian Fonar Class C Trust, of which Mr. Damadian is the trustee and sole beneficiary, (b) 127,482 shares are held directly by the Keira Damadian Reinhund TR UA 11/08/2022 Keira Damadian Reinhund Fonar Class C Trust, of which Keira Damadian Reinmund is the sole beneficiary, and (c) 127,482 shares are held directly by the Jevan Damadian TR UA 11/08/2022 Jevan Damadian Fonar Class C Trust, of which Jevan Damadian is the sole beneficiary. Solely with respect to the Company’s annual meeting and not for any other purpose, under the terms of the testamentary trusts established for the benefit of Jevan Damadian and Keira Damadian Reinmund, respectively, that are the registered holders of the shares beneficially owned by them, Timothy Damadian is the trustee with the power to direct the voting of the shares of Class C Common Stock beneficially owned by Jevan Damadian and Keira Damadian Reinmund, respectively, on the matters to be presented for a vote at the Company’s annual meeting.

(4). Based on information reported on a Schedule 13G filed on February 12, 2026 by Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation.

(5). Based on information reported on a Schedule 13G filed on January 9, 2026 by Hilary L. Shane Revocable Trust and Hilary L. Shane. Hilary L. Shane Revocable Trust is the direct holder of 413,206 shares of Common Stock. Hilary L. Shane has shared voting and dispositive power over all such shares held by Hilary L. Shane Revocable Trust.

(6). Based on information reported on a Schedule 13F filed on February 4, 2026 by Money Concepts Capital Corp.

(7). Based on information reported on a Schedule 13G/A filed on April 9, 2026 by Dimensional Fund Advisors LP.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See Item 13, “Certain Relationships and Related Transactions” of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, which is specifically incorporated by reference herein. A copy of the Form 10-K is included in the Annual Report to Stockholders which is being sent to the Company’s stockholders with this Proxy Statement.

The Company believes that each of the related transactions described therein were on terms at least as favorable to the Company as were available from non-affiliated parties.

Page 9

COMPENSATION DISCUSSION AND ANALYSIS OF DIRECTORS AND EXECUTIVE OFFICERS

The compensation of the Company’s executive officers is based on a combination of salary and bonuses based on performance. Decisions concerning compensation are made on a case-by-case basis and not pursuant to standardized formulas, programs, policies or criteria, except for commissions in the case of sales. The Board of Directors does not have a compensation committee and does not believe such a committee is required, in view of the manner in which compensation matters are handled. Timothy Damadian is an executive officer as well as members of the Board of Directors. Mr. Damadian, who also has voting control of the Company and serves as Chairman of the Board, and who has served as CEO and President of the Company since February 11, 2016, and Luciano Bonanni the Executive Vice President and Chief Operating Officer of the Company since June 27, 2016, participate in the determination of executive compensation for the Company’s officers.

As noted above, the Company's compensation policy is primarily based upon the practice of pay-for-performance. Section 162(m) of the Internal Revenue Code imposes a limitation on the deductibility of nonperformance-based compensation in excess of $1 million paid to the Principal Executive Officer. No officer of the Company received compensation in excess of $1 million in fiscal 2025 or in any previous fiscal year. The Board currently believes that the Company should be able to continue to manage its executive compensation program for others so as to preserve the related federal income tax deductions.

The Company does not believe that there are any risks arising from its compensation policies and practices for its employees that are likely to have a material adverse effect on the Company.

The Company maintains no pension or deferred compensation plans except for a 401(k) plan.

Page 10

SUMMARY COMPENSATION TABLE

The following table discloses compensation received for the three years ended June 30, 2023, June 30, 2024 and June 30, 2025 by the Company’s Principal Executive Officer, the Company’s Principal Financial Officer and any officer of the Company receiving at least $100,000 for the year.

			Cash	Stock
Name and Principal Position	Year	Salary	Bonus	Awards	Total
Timothy R. Damadian	2025	$0	$295,000	$0	$295,000
President, Principal	2024	$0	$372,885	$0	$372,885
Executive Officer	2023	$0	$152,900	$0	$152,900

Luciano Bonanni	2025	$148,241	$350,000	$0	$498,241
Chief Operating Officer,	2024	$148,241	$350,000	$0	$498,241
Executive Vice President and	2023	$143,416	$305,800	$0	$449,216
Acting Principal Financial Officer
Raymond V. Damadian	2025	$0	$0	$0	$0
deceased (August 3, 2022)	2024	$0	$0	$0	$0
Chairman of the Board;	2023	$23,553	$305,800	$0	$329,353
Treasurer and Principal Financial Officer

John P. Collins	2025	$294,988	$142,167	$0	$437,155
General Counsel	2024	$249,990	$172,000	$0	$421,990
	2023	0	0		0

Compensation Pursuant to Stock Options and SAR Grants

No stock options or stock appreciation rights were granted to the Company’s Principal Executive Officer and Principal Financial Officer during fiscal 2025.

Option/SAR Exercises and Year End Values

No options or stock appreciation rights were exercised by the Company’s Chief Executive Officer during fiscal 2025. The Company’s Chief Executive Officer did not hold any unexercised stock options or stock appreciation rights at the end of fiscal 2025.

Page 11

The following table shows the compensation paid to the Directors for fiscal 2025:

					Non-
	Fees			Non-	qualified
	earned			equity	deferred	All
	paid			incentive	compen-	other
	in	Stock	Option	plan	sation	compen-
	cash	awards	awards	compen-	earnings	sation	Total
Name	($)	($)	($)	sation	($)	($)	($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
A. Claudette J.V. Chan	$20,000	$0	$0	$0	$0	$39,486	$5,486
B. Ronald G. Lehman	$20,000	$0	$0	$0	$0	$65,000	$85,000
C. Richard E. Turk	$20,000	$0	$0	$0	$0	$15,000	$35,000
D. Jessica Maher	$20,000	$0	$0	$0	$0	$15,000	$35,000

With the exception of Timothy Damadian, who receives no compensation for serving as a director, each director is entitled to receive a minimum of $20,000 per annum for his or her services as a director of the Company, including service on any committee of the Board of Directors.

2. ADVISORY VOTE ON COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

The following proposal provides the Company’s stockholders with an opportunity to vote to approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement. In considering your vote, you may wish to review with care the “Compensation Discussion and Analysis” section, which provides details as to the Company’s compensation policies, procedures and decisions, as well as the Summary Compensation Table and other related compensation tables, notes and narrative disclosures under the executive compensation section of this proxy statement. This vote is not intended to address any specific element of the Company’s executive compensation program, but rather the overall compensation program for the Company’s named executive officers. This vote currently is being taken on an annual basis at the Company’s annual meeting.

In accordance with Section 14A of the Securities Exchange Act of 1934, we are asking stockholders to approve the following advisory resolution at the Annual Meeting of Stockholders

RESOLVED, that the stockholders of Fonar Corporation (the “Corporation”) approve, on an advisory basis, the overall compensation of the Corporation’s named executive officers disclosed in the Compensation Discussion and Analysis, Summary Compensation Table and related compensation tables, notes and narrative discussion in this Proxy Statement for the Annual Meeting of Stockholders.

The Board of Directors recommends a vote FOR this resolution because it believes that the policies and practices described in the Compensation Discussion and Analysis are effective in achieving the Company’s goals of rewarding sustained financial and operating performance and leadership excellence and aligning the executives’ long-term interests with those of the stockholders, as well as motivating the executives to remain with the Company for long and productive careers.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board of Directors. Although non-binding, the Board will review and consider the voting results when evaluating our executive compensation program.

Page 12

3. RATIFICATION OF SELECTION OF AUDITORS

The Board of Directors selected CohnReznick LLP, as the Company's independent auditors for the fiscal year ending June 30, 2026. The stockholders will be asked to ratify this action by the Board. CohnReznick, LLP were the Company’s auditors for the fiscal year ended June 30, 2025. Marcum LLP were the Company’s auditors for the fiscal years ended June 30, 2023 and June 30, 2024.

One or more representatives of CohnReznick LLP, may be present at the Meeting with the opportunity to make a statement if they desire to do so, and to be available to respond to appropriate questions.

The affirmative vote of shares holding a majority of the votes represented at the meeting is required to ratify the selection of auditors by the Board of Directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.

AUDIT FEES

The aggregate fees billed by Cohn Reznick LLP for the audit of our annual consolidated financial statements for the fiscal year ended June 30, 2025, and the reviews of the financial statements included in our Forms 10-Q for the second and third quarter of the fiscal year ended June 30, 2025, were $478,000.

The aggregate fees billed by Marcum LLP for the reviews of the financial statements included in our Form 10-Q for the first quarter and audit of annual consolidated financial statements for the fiscal year ended June 30, 2025, were $67,600

The aggregate fees billed by Marcum LLP for the audit of the Company’s annual financial statements for the fiscal year ended June 30, 2024, and the reviews of the financial statements included in the Company’s Forms 10-Q for the fiscal year ended June 30, 2024, were $442,000.

The aggregate fees billed by Marcum LLP for the audit of the Company’s annual financial statements for the fiscal year ended June 30, 2023, and the reviews of the financial statements included in the Company’s Forms 10-Q for the fiscal year ended June 30, 2023, were $374,000.

All work on the audit in fiscal year 2025 was performed by full-time permanent employees of CohnReznick LLP. All work on the audit in fiscal year 2024 was performed by full-time permanent employees of Marcum LLP.

AUDIT-RELATED FEES

No fees were billed by CohnReznick LLP for the fiscal year ended June 30, 2025, for services related to the Audit or review of our financial statements that are not included under the caption “Audit Fees”.

No fees were billed by Marcum LLP for the fiscal years ended June 30, 2025, or June 30, 2024, for services related to the Audit or review of our financial statements that are not included under the caption “Audit Fees”.

No fees were billed by CohnReznick LLP for the fiscal year ended June 30, 2025, for designing, operating, supervising or implementing any of our financial information systems or any hardware or software systems for our financial information.

No fees were billed by Marcum LLP for the fiscal years ended June 30, 2025, or June 30, 2024, for designing, operating, supervising or implementing any of our financial information systems or any hardware or software systems for our financial information.

Page 13

TAX FEES

No fees were billed by CohnReznick LLP for tax compliance, tax advice and tax planning in the fiscal year ended June 30, 2025.

No fees were billed by Marcum LLP for tax compliance, tax advice and tax planning in the fiscal year ended June 30, 2025.

No fees billed by Marcum LLP for tax compliance, tax advice and tax planning in the fiscal year ended June 30, 2024.

ALL OTHER FEES

No fees were billed by CohnReznick LLP for any other services during the fiscal year ended June 30, 2025.

No fees were billed by Marcum LLP for any other services during the fiscal years ended June 30, 2025 and June 30, 2024.

Since January 1, 2003, the audit committee has adopted policies and procedures for pre-approving all non-audit work performed by its auditors. Specifically, the committee must pre-approve the use of the auditors for all such services. The audit committee has pre-approved all non-audit work since that time and in making its determination has considered whether the provision of such services was compatible with the independence of the auditors. CohnReznick LLP has not provided any services in addition to audit services in fiscal 2025. Marcum LLP has not provided any services in addition to audit services in fiscal 2024.

Our audit committee believes that the provision by Marcum LLP of services in addition to audit services in previous years were compatible with maintaining their independence.

PROPOSALS OF STOCKHOLDERS

Proposals of stockholders intended to be presented at next year’s annual meeting of stockholders must be received by the Company no later than January 16, 2026, to be included in the Company's proxy statement and form of proxy related to that meeting.

SOLICITATION OF PROXIES

The proxy accompanying this proxy statement is solicited by the Board of Directors of the Company. Proxies may be solicited by officers, directors, and regular supervisory and executive employees of the Company, none of whom will receive any additional compensation for their services. Such solicitations may be made personally, or by mail, e-mail, facsimile, telephone, telegraph, or messenger. The Company will pay persons holding shares of stock in their names or in the names of nominees, but not owning such shares beneficially, such as brokerage houses, banks, and other fiduciaries, for the expense of forwarding solicitation materials to their principals. All of the costs of solicitation of proxies will be paid by the Company.

Page 14

VOTING TABULATION

The election of the Company's directors requires a plurality of the votes represented in person or by proxy at the meeting. The ratification of proposals and the selection of auditors requires the affirmative vote of a majority of the votes represented in person or by proxy at the meeting. Votes cast by proxy or in person at the meeting will be tabulated by the Company.

A stockholder who abstains from voting on any or all proposals will be included in the number of shareholders present at the meeting for the purpose of determining the presence of a quorum. Abstentions will not be counted either in favor of or against the election of the nominees or other proposals. Under the rules of the Financial Industry Regulatory Authority, brokers holding stock for the accounts of their clients who have not been given specific voting instructions as to a matter by their clients in certain cases may vote their clients' proxies in their own discretion. Where a proposal requires a majority of the votes present for its passage, an abstention or broker non-vote will have the same effect as a negative vote.

OTHER MATTERS

The Board of Directors does not intend to bring any other business before the meeting, and so far as is known to the Board, no matters are to be brought before the meeting except as specified in the notice of the meeting. However, as to any other business which may properly come before the meeting, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies, where the authorization to do so has been granted.

As previously disclosed, the Company is separately soliciting stockholder approval of a “going private” transaction under the rules of the SEC. In connection with that transaction, the Company has filed with the SEC a definitive proxy statement, dated April 16, 2026, under Regulation 14A of the Exchange Act, and a related Transaction Statement on Schedule 13E-3/A, as amended, for use at a special meeting of the Company’s stockholders to be held at 11:00 a.m., New York time, on May 28, 2026 (the “Special Meeting”). The matters to be considered at the Special Meeting (and any adjournment or postponement thereof), as described in the notice of meeting accompanying the Company’s definitive proxy statement for the Special Meeting, are not covered by this proxy statement and will not be presented for a vote at the Company’s annual meeting of stockholders to be held at 10:00 a.m., New York time, on June 17, 2026. The Company’s annual meeting is being held solely for the purposes of considering and voting upon the matters specified in the notice of meeting accompanying this proxy statement.

DATED: Melville, New York, May 3, 2026

A COPY OF THE COMPANY'S FORM 10-K REPORT FOR FISCAL YEAR 2025 CONTAINING INFORMATION ON OPERATIONS, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, IS AVAILABLE UPON REQUEST. PLEASE WRITE TO:

INVESTOR RELATIONS DEPARTMENT

FONAR CORPORATION

110 MARCUS DRIVE

MELVILLE, NEW YORK 11747

Page 15

FONAR CHAIRMAN’S LETTER TO SHAREHOLDERS

MAY 2026

Dear Shareholders:

It was not too long ago when hardly anyone had heard of MRI. Today, it’s a household word, understood by nearly everyone throughout the world to be the premier diagnostic imaging modality. Between 150 and 200 million MRIs are performed worldwide each year, including approximately 40 million MRI scans in America. The rapidly growing global MRI market was valued at approximately $7.1 billion in 2024 and is projected to reach $10 billion by 2030*. The ever-expanding diagnostic information derived from MR imaging has helped or saved the lives of millions of people the world over.

A deep dive into the origin of the staggering success of the MRI scanner leads to one person: my father, Dr. Raymond V. Damadian. To this day, the fundamental means of producing MRI pictures is attributable to the seminal discovery he made over 50 years ago. Here is a brief history:

Nearly 60 years ago (1969), while a professor at SUNY Downstate Medical Center in Brooklyn, New York, Dr. Damadian was introduced to a physical phenomenon known as Nuclear Magnetic Resonance (NMR). NMR spectrometers, which had been used by chemists for years, are able to detect signals from the contents of a test tube for the purpose of analyzing chemical composition. Captivated by this instrument, Professor Damadian envisioned a machine that could noninvasively and harmlessly (unlike X-rays) look inside the human body, not just inside a test tube. On September 17, 1969, he wrote to the Health Research Council of the City of New York requesting funds to pursue a Nuclear Magnetic Resonance (NMR) body scanner to detect malignant tumors. Unfortunately, and to his surprise, the idea was met with resistance and even ridicule from the scientific community. One prominent scientist at the time dismissed it as “visionary nonsense.” Though disappointed and dismayed by their reaction, Dr. Damadian was determined to transform his idea into reality.

In the following year (1970), Dr. Damadian made the remarkable discovery that the relaxation times of NMR signals from normal and cancerous tissues of the same type were markedly different, as were the signals from different types of tissues. These pronounced differences overcame X-ray’s (including CT’s) long-standing (over a 100 years) inability to visualize soft tissue, which was critical for the assessment and treatment of life-sustaining organs (e.g., brain, heart, liver, kidney, spleen, pancreas, etc.). Every MRI image ever made rests upon Dr. Damadian’s seminal discovery.

In 1974, Dr. Damadian was granted a patent for the machine that he envisioned: U.S. Patent #3,789,832, the world’s first MRI patent. In 1977, he built it, the world’s first human-size MRI machine (Indomitable), and, in 1978, launched FONAR, the world’s first MRI Company. A new industry was born.

While FONAR is now a very successful company, the path from its inception in 1978 to the present was very difficult. Soon after FONAR introduced the world’s first commercial MRI in 1980, well-heeled medical equipment manufacturers, including Johnson & Johnson, General Electric, Philips, Hitachi and Siemens began making their own MRIs. By 1983, FONAR had 13 competitors. Over its first 20 years FONAR installed over 400 MRIs. But it was a constant David-versus-Goliath struggle that included battles in court rooms protecting itself against patent infringement, and in the marketplace battling for a share of the market that, ironically, it created.

Page 16

Over those first 20 years, FONAR worked with hundreds of customers, most of them independent MRI business owners. We became well acquainted with their day-to-day operations, their sales and marketing strategies, and the interests and needs of their referring physicians. We had, inadvertently, learned how to manage MRI centers. The MRI sales market was erratic and we needed a supplemental, steady source of revenue. So in 1997, FONAR created its diagnostic management subsidiary, Health Management Company of America (HMCA), to provide MRI users with a full range of non-medical services. By 2009, HMCA was managing nine MRI facilities, six in New York and three in Florida.

In 2010, HMCA assembled a new and very experienced management team under whose leadership HMCA has grown steadily - from managing six MRI scanners in 2009 to currently managing 45 MRIs; 27 in New York and 18 in Florida. Annual scan volume grew from 29,000 in 2009 to 216,317 in Fiscal 2025, and FONAR Total Revenues-Net grew from $31.8 million in Fiscal 2010 to $104.4 million in Fiscal 2025.

HMCA

HMCA grows the businesses at the sites it manages by (1) aggressively marketing the advantages of the STAND-UP® (UPRIGHT®) MRI: the “Non-Claustrophobic MRI,” its unique ability to scan patients in weight-bearing positions (sitting, standing, and bending) as well as the ability to scan the cervical and lumbar spines in flexion and extension. Every HMCA-managed scanning facility is equipped with a FONAR STAND-UP® (UPRIGHT®) MRI; (2) employing proven marketing strategies; (3) acquiring or establishing de novo sites that can enhance or expand HMCA’s existing networks; (4) adding high-field-strength MRIs to sites in order to accommodate referring physicians who demand the benefits of high-field technology; (5) adding Artificial Intelligence (AI) software to dramatically improve image quality and reduce scan times; and, of course, (6) providing outstanding service to patients and their physicians.

HMCA has continued to grow. In Fiscal 2025 we added high-field MRIs to two existing HMCA-managed sites: one in Naples, Florida (September 2024) and one in Melville, New York (March 2025). Total scan volume at HMCA-managed sites in Fiscal 2025 was 216,317, 3.3% higher than in Fiscal 2024 (209,346).

In Fiscal 2026, we added a high-field MRI at the existing HMCA-managed site in Lynbrook, New York (October 2026), and we expect to be managing an entirely new MRI center in Nassau County, New York by the end of Fiscal 2026. As always, we continue to search for locations where the introduction of our technology and services would profitably enhance our existing New York and Florida networks.

Page 17

FONAR UPDATES

AIRS Medical

FONAR is now in the third year of its agreement with AIRS Medical, a leading provider of the Artificial Intelligence (AI)-powered healthcare solutions. FONAR is the exclusive distributor of AIR’s products, SwiftMR™ and SwiftSight™, to FONAR customers for use on their FONAR MRIs or on any other MRI scanners they own.

SwiftMR™ is a post-processing, cloud-based software product that uses sophisticated deep-learning AI models to dramatically de-noise and sharpen MRI images. SwiftMR™ also enables scan times to be reduced by 30-50%. Every HMCA-managed MRI scanner has been upgraded with SWIFTMR™ and a growing number of FONAR users have signed on as well

With AIR’s recently introduced product, SwiftSight™, brain atrophy can be reliably tracked over the full evaluation period, regardless of the various makes and strengths of the MRIs used. It also provides greater diagnostic detail and enables segmentation of structures that conventional tools cannot reliably quantify. Both of these products can be installed on any MRI scanner, regardless of make or magnetic field strength.

The results of our agreement with AIRS have met our expectations and we look forward to continuing success.

OPUS

Over a year ago, FONAR formed Opus Diagnostic Services, LLC (OPUS). With over 40 years of experience in servicing MRI scanners, the OPUS team is equipped to expertly service MRI scanners of all makes, models and field strengths. Since OPUS regularly interacts with its customers, it is in the position to introduce AIRS products to them. The synergy between OPUS and AIRS Medical is very promising.

Ongoing Research

As I have reported in the past, up until the time of his passing (August 3, 2022), Dr. Damadian was conducting research on cerebrospinal fluid (CSF) flow in the neck and brain. I am pleased to report that FONAR continues to support this program.

The FONAR UPRIGHT® MRI’s unique ability to scan patients in both recumbent and upright positions, makes it possible to see significant position-dependent differences in the flow of cerebrospinal fluid. CSF flow impairments can be investigated to access the degree to which such impairments are responsible for a patient’s symptoms, and also the degree to which a patient’s surgical or non-surgical CCJ (craniocervical junction) treatment restores normal brain and central nervous system function. Dr. Damadian believed the results of this research could lead to a better understanding of the role of CSF in normal physiological function, as well as in the pathophysiology of neurodegenerative diseases such as Multiple Sclerosis.

Page 18

CONCLUSION

While FONAR’s early years were very challenging, I’m proud that the company has now been successful for quite some time. As of June 30, 2025, we’ve posted 63 consecutive quarters of positive net income and positive income from operations.

Thank you friends, family, and investors and all of our hard-working employees for your parts in fulfilling my father’s dream of making a diagnostic machine to benefit all of mankind.

Sincerely,

Timothy R. Damadian

Chairman and CEO

FONAR Corporation

*Magnetic Resonance Imaging Market Summary (2025-

Page 19

	SECURITIES AND EXCHANGE COMMISSION
	WASHINGTON, D.C. 20549
	FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File No. 0-10248

FONAR CORPORATION

(Exact name of registrant as specified in its charter)

delaware		11-2464137
(State of incorporation)		(IRS Employer Identification Number)

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

	(631) 694-2929
	(Registrant's Telephone Number, including area code)

	Securities Registered pursuant to Section 12(b) of the Act

Title of Each Class	Trading Symbol(s)	Exchange Registered
Common Stock, $.0001 par value	FONR	NASDAQ Capital Market

Securities Registered pursuant to Section 12(g) of the Act
	None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ .

Page 1

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 (1) has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such 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, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer and “smaller reporting 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 ☐

If securities are registers pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No ☒ .

SEC Form DEF 14A filed by Fonar Corporation