Proxy Results (Form 8-K)

On May 28, 2026, FONAR Corporation (the "Company") held a special meeting of stockholders for the purpose of adopting and approving the Merger Agreement (as defined below) (the "Special Meeting"). As of the record date of April 13, 2026 (the "Record Date"), there were 6,173,008 shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock"), 146 shares of Class B common stock, par value $0.0001 per share, of the Company (the "Class B Common Stock"), and 382,513 shares of Class C common stock, par value $0.0001 per share, of the Company (the "Class C Common Stock," and together with the Common Stock and the Class B Common Stock, the "Company Capital Stock"), for a total of 15,737,293 votes (including 9,114,425 votes from non-affiliated holders) outstanding and entitled to be voted at the Special Meeting. The holders of 13,693,019 votes (or approximately 87.01% of the outstanding votes), including 7,070,751 votes from non-affiliated holders (or approximately 77.57% of the outstanding votes controlled by non-affiliates), were represented at the Special Meeting, either in person via a live interactive webcast or by valid proxy, constituting a quorum. One matter was voted upon at the Special Meeting.

Pursuant to the Company's certificate of incorporation, as amended, shares of Common Stock had one vote per share, shares of Class B Common Stock had 10 votes per share, and shares of Class C Common Stock had 25 votes per share, on each matter presented for a vote at the Special Meeting. The final results for the matter submitted to a vote of stockholders at the Special Meeting are as follows:

The Merger Proposal - Proposal No. 1 (the "Merger Proposal") was to consider and vote on the proposal to adopt and approve that certain Agreement and Plan of Merger, dated as of December 23, 2025 (the "Merger Agreement"), by and among FONAR, LLC, a Delaware limited liability company ("Parent"), FONAR Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub," and together with Parent, the "Parent Entities"), and the Company, pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, upon the closing of the transaction (the "Closing"), Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Approval of the Merger Proposal required (1) the affirmative vote of shares representing a majority of the Company Capital Stock outstanding and entitled to vote, voting together as a single class, after giving effect to the respective voting powers of each class of Company Capital Stock (the "Company Stockholder Approval"), and (2) the affirmative vote of a majority of the votes cast at the Special Meeting by disinterested stockholders of their shares of Company Capital Stock, voting together as a single class, after giving effect to the respective voting powers of each class of Company Capital Stock (the "Disinterested Stockholder Approval" and together with the Company Stockholder Approval, the "Requisite Company Vote"), in each case, as of the Record Date. In addition, the Company has agreed to calculate the vote pursuant to Section 203 of the Delaware General Corporation Law (the "DGCL"), which requires the affirmative vote of at least 66 2/3% of the outstanding FONAR stock voting power not deemed owned by the Parent Entities (the "Section 203 Approval"), as of the Record Date. While the Company maintains that this transaction is not subject to the voting requirements of Section 203 of the DGCL, the Section 203 Approval was nonetheless obtained, rendering such question moot, and the Merger Proposal was approved by the Requisite Company Vote, in each instance, by the Company's stockholders, by the votes set forth in the table below:

No other items were presented for stockholder approval at the Special Meeting.

Subject to the satisfaction or waiver of the remaining conditions to Closing under the Merger Agreement, the parties expect the Closing of the Merger to occur on June 3, 2026.