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 DECEMBER 31, 2025

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 ☐

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

Page 1

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 February 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

Page 2

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.

Page 3

FONAR CORPORATION AND SUBSIDIARIES

INDEX

PART I - FINANCIAL INFORMATION	PAGE
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets – as of December 31, 2025 and June 30, 2025	5
Condensed Consolidated Statements of Operations for the Three Months Ended December 31, 2025 and December 31, 2024	8
Condensed Consolidated Statements of Operations for the Six Months Ended December 31, 2025 and December 31, 2024	9
Condensed Consolidated Statements of Changes in Equity for the Three Months Ended December 31, 2025 and December 31, 2024	10
Condensed Consolidated Statements of Changes in Equity for the Six Months Ended December 31, 2025 and December 31, 2024	12
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2025 and December 31, 2024	14
Notes to Condensed Consolidated Financial Statements	15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 3. Quantitative and Qualitative Disclosures About Market Risk	48
Item 4. Controls and Procedures	48
PART II - OTHER INFORMATION	50
Item 1. Legal Proceedings	50
Item 1A. Risk Factors	50
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3. Defaults Upon Senior Securities	58
Item 4. Mine Safety Disclosures	58
Item 5. Other Information	59
Item 6. Exhibits and Reports on Form 8-K	59
Signatures	60

Page 4

FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

ASSETS


	December 31, 2025 (Unaudited)		June 30, 2025 (Note 1)
Current Assets:
Cash and cash equivalents	$	52,977	$	56,334
Short-term investments		121		120
Accounts receivable – net of allowances for credit losses of $260 and $264 at December 31, 2025 and June 30, 2025, respectively		4,755		5,305
Accounts receivable – related party		60		—
Medical receivable		24,470		24,490
Management and other fees receivable – net of allowances for credit losses of $12,448 and $14,296 at December 31, 2025 and June 30, 2025, respectively		46,482		43,401
Management and other fees receivable – related medical practices – net of allowances for credit losses of $8,648 and $7,137 at December 31, 2025 and June 30, 2025, respectively		9,951		9,748
Inventories – net		2,754		2,813
Prepaid expenses and other current assets – related party		321		411
Prepaid expenses and other current assets		1,821		2,050
Total Current Assets		143,712		144,672

Accounts receivable – long-term		3,428		3,550
Deferred income tax asset		6,153		6,349
Property and equipment – net		18,915		18,532
Note receivable – related party		580		555
Right-of-use asset – operating leases		35,980		35,136
Right-of-use asset – finance lease		264		377
Goodwill		4,269		4,269
Other intangible assets – net		3,032		2,992
Other assets		891		476
Total Assets	$	217,224	$	216,908

See accompanying notes to the unaudited condensed consolidated financial statements.

Page 5

FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

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

LIABILITIES AND EQUITY

	December 31, 2025 (Unaudited)		June 30, 2025 (Note 1)
Current Liabilities:
Accounts payable	$	1,912	$	1,302
Other current liabilities		3,336		6,975
Unearned revenue on service contracts		4,473		4,866
Unearned revenue on service contracts – related party		55		—
Operating lease liabilities – current portion		3,750		3,383
Finance lease liability – current portion		244		244
Customer deposits		601		354
Total Current Liabilities		14,371		17,124

Long-Term Liabilities:
Unearned revenue on service contracts		3,594		3,801
Deferred income tax liability		321		321
Due to related party medical practices		93		93
Operating lease liabilities – net of current portion		35,765		35,149
Finance lease liability – net of current portion		41		142
Other liabilities		177		173

Total Long-Term Liabilities		39,991		39,679
Total Liabilities		54,362		56,803

See accompanying notes to the unaudited condensed consolidated financial statements.

Page 6

FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

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

LIABILITIES AND EQUITY (Continued)

EQUITY:	December 31, 2025 (Unaudited)			June 30, 2025 (Note 1)
Class A non-voting preferred stock $.0001 par value; 453 shares authorized at December 31, 2025 and June 30, 2025, 313 issued and outstanding at December 31, 2025 and June 30, 2025	$	—		$	—
Preferred stock $.001 par value; 567 shares authorized at December 31, 2025 and June 30, 2024, issued and outstanding – none		—			—
Common Stock $.0001 par value; 8,500 shares authorized at December 31, 2025 and June 30, 2025, 6,203 issued at December 31, 2025 and June 30, 2025, 6,168 outstanding at December 31, 2025 and June 30, 2025, respectively		1			1
Class B Common Stock (10 votes per share) $.0001 par value; 227 shares authorized at December 31, 2025 and June 30, 2025, 0.146 issued and outstanding at December 31, 2025 and June 30, 2025		—			—
Class C Common Stock (25 votes per share) $.0001 par value; 567 shares authorized at December 31, 2025 and June 30, 2025, 383 issued and outstanding at December 31, 2025 and June 30, 2025		—			—
Paid-in capital in excess of par value		178,757			178,757
Accumulated deficit		(969	)		(5,289	)
Treasury stock, at cost – 35 shares of common stock at December 31, 2025 and at June 30, 2025		(860	)		(860	)
Total FONAR Corporation’s Stockholders’ Equity		176,929			172,609
Noncontrolling interests		(14,067	)		(12,504	)
Total Equity		162,862			160,105
Total Liabilities and Equity	$	217,224		$	216,908

See accompanying notes to the unaudited condensed consolidated financial statements.

Page 7

FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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


	For the Three Months Ended December 31, (Unaudited)
Revenues	2025			2024
Patient fee revenue – net of contractual allowances and discounts	$	7,296		$	7,944
Product sales		126			25
Service and repair fees		2,195			1,759
Service and repair fees – related parties		45			45
Management and other fees		12,897			12,189
Management and other fees – related medical practices		2,988			2,988
Total Revenues – Net		25,547			24,950
Cost and Expenses
Costs related to patient fee revenue		5,014			4,623
Costs related to product sales		215			221
Costs related to service and repair fees		1,212			938
Costs related to service and repair fees – related parties		11			28
Costs related to management and other fees		7,858			7,801
Costs related to management and other fees – related medical practices		1,543			1,601
Research and development		455			376
Selling, general and administrative expenses		6,239			6,927
Total Costs and Expenses		22,547			22,515
Income from Operations		3,000			2,435
Other income and (expenses):
Interest expense		(4	)		(

SEC Form 10-Q filed by Fonar Corporation