ADDED
The aggregate market value of the shares of Common Stock held by non-affiliates as of December 31, 2024 based on the closing price of $15.14 per share on such date as reported on the NASDAQ System, was approximately $ 91.8 million.
As of September 8, 2025, 6,203,465 shares of Common Stock, 146 shares of Class B Common Stock, 382,513 shares of Class C Common Stock and 313,438 shares of Class A Non-voting Preferred Stock of the registrant were outstanding.
In addition to acting as a management company, HMCA owns and operates six diagnostic imaging facilities in Florida.
On July 7, 2025, the board of directors received a non-binding proposal from a group led by Timothy Damadian, the Company s Chief Executive Officer, and Luciano Bonanni, the Company s Chief Operating Officer, pursuant to which proposal the group would acquire all of the outstanding common stock and other securities of the Company not currently owned by the members of the group.
Members of the group have voting control of the Company s equity securities and the group advised the Company that it was unwilling to support any alternative transaction.
As proposed, the transaction, if completed, would result in the Company no longer being a publicly held company, and its Common Stock would be de-listed from the NASDAQ Stock Market.
The Board of Directors has established a Special Committee of independent and disinterested directors to consider the proposal and negotiate on behalf of the Company and its stockholders.
The Special Committee has retained its own independent financial and legal advisors to assist it in this process.
The group and the Special Committee are engaged in negotiations related to the proposed going private transaction.
We make certain statements in this Annual Report on Form 10-K regarding our assumptions, projections, expectations, targets, intentions or beliefs about future events.
REMOVED
The aggregate market value of the shares of Common Stock held by non-affiliates as of December 29, 2023 based on the closing price of $19.56 per share on such date as reported on the NASDAQ System, was approximately $ 121.0 million.
As of September 18, 2024, 6,328,294 shares of Common Stock, 146 shares of Class B Common Stock, 382,513 shares of Class C Common Stock and 313,438 shares of Class A Non-voting Preferred Stock of the registrant were outstanding.
In addition to acting as a management company, HMCA owns and operates six diagnostic imaging facilities in Florida, where the corporate practice of medicine is permitted.
Certain statements made in this Annual Report on Form 10-K are forward-looking statements , within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the plans and objectives of Management for future operations.
These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
These forward-looking statements are based on current expectations that involve numerous risks and uncertainties.
Our plans and objectives are based, in part, on assumptions involving the expansion of business.
In light of the significant uncertainties inherent in our forward-looking statements, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.
Page 5 FONAR CORPORATION AND SUBSIDIARIES The Upright MRI facilitates patient scanning in a variety of postures thanks to a unique, three-axis patient handling system.
IMAGE QUALITY AND FIELD STRENGTH Most commercially available MRI scanners range in magnetic field strength from about 0.2 T (Tesla) to 7.0 T, and open MRI scanners range from about 0.2 T to 1.2 T.