06/08/2026 | Press release | Distributed by Public on 06/08/2026 12:20
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Damadian Timothy Raymond 110 MARCUS DR. MELVILLE, NY 11747 |
President/CEO/Treasurer | |||
| /s/ Timothy Raymond Damadian | 06/08/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
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Remarks: On June 3, 2026, certain parties entered into an agreement and plan of merger dated December 23, 2025, by and among Issuer, FONAR, LLC, as Parent and FONAR Acquisition Sub, Inc., as Merger Sub, completed the transactions contemplated thereby, pursuant to which Merger Sub merged with and into Issuer, with Issuer surviving the merger as a wholly owned subsidiary of Parent. At the effective time, each share of the Issuer's common stock, par value $0.0001 per share, outstanding immediately prior to the effective time was cancelled and converted into the right to receive cash in an equal amount equal to $19.00 per share (other than shares owned by Parent, the Company or any of their respective subsidiaries, including securities held as treasury shares, collectively, the Excluded Shares. As of the effective time, the Excluded Shares were cancelled and extinguishes without any conversion thereof or consideration paid therefore. As a result of the merger, the reporting person is no longer subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended. |
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