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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Act of 1934

 

Date of Report (Date of earliest event reported): March 20, 2023

 

 

 

FONAR CORPORATION

______________________________________________________

(Exact name of registrant as specified in its charter)

  

Delaware  0-10248  11-2464137
(State or other jurisdiction of incorporation)  (Commission File Number)  (I.R.S. Employer Identification No.)
       
   110 Marcus Drive, Melville, New York 11747
(631
) 694-2929
   
   (Address, including zip code, and telephone number of registrant's principal executive office)   

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[ ] Written communications pursuant to Rule 425 under the Securities Act 17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

Securities registered pursuant to Section 12(b) of the Act.

 Title of each class  Trading symbol(s)  Name of each exchange on which registered
Common Stock, $.0001 par value  FONR  Nasdaq Stock Exchange

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). [ ]

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [ ]

Item 5.02(d). Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

The board of directors reported the appointment of Jessica Maher as a replacement independent director to a vacancy on the Company´s board of directors and audit committee in a press release dated March 20, 2023. Mrs. Maher fills the vacancy on the board of directors left by John Collins who has accepted a full-time position with FONAR.

Mrs. Maher is an independent director as defined under the NASDAQ Rules, thereby assuring that a majority of Fonar Corporation’s directors and all the members of the Audit Committee will be independent.

Mrs. Maher is an accountant at Ives & Sultan, LLP in Woodbury, New York, where she is responsible for auditing financial statements for various clients, overseeing audit testing areas, audits of 401(k) plans, and personal and company tax returns.

Mrs. Maher’s auditing experience and expertise and her prior experience with reporting software, auditing, medical insurance and patient records will make her a valuable member of FONAR’s audit committee.

 

 

Exhibits:

  99.1 Press Release dated March 20, 2023.  

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

FONAR CORPORATION

(Registrant)

-------------------------------------------

By /s/ Timothy R. Damadian

Timothy R. Damadian

President and CEO

Dated: March 21, 2023

NEWS   Fonar Corporation
For Immediate Release   The Inventor of MR Scanning™
Contact: Daniel Culver   An ISO 9001 Company
Director of Communications   Melville, New York 11747
E-mail: investor@fonar.com   Phone: (631) 694-2929
www.fonar.com   Fax: (631) 390-1772

 

FONAR BOARD OF DIRECTORS APPOINTS INDEPENDENT DIRECTOR

 

MELVILLE, NEW YORK, March 20, 2023 - FONAR Corporation (NASDAQ-FONR), The Inventor of MR Scanning, today announced that its board of directors appointed Jessica Maher as a replacement independent director to a vacancy on the Company´s board of directors and audit committee.

 

Timothy Damadian, chairman, president and CEO of FONAR, said, “FONAR’s primary source of income and growth is attributable to its diagnostic imaging management subsidiary, Health Management Company of America (HMCA). As a management company, HMCA bills and collects for all services rendered at HMCA-managed and HMCA-owned facilities. These facilities, all of them located in New York and Florida and collectively equipped with 40 MRI machines, perform over 175,000 MRI scans per year, which is why our billing and collections department is the largest department in the Company. Mrs. Maher’s experience with reporting software, auditing, medical insurance, and patient records will be very helpful to HMCA. Additionally, Mrs. Maher’s auditing experience and expertise will make her a valuable member of FONAR’s audit committee.

 

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.

 

Mrs. Maher earned both her Bachelor of Science in Accounting degree with a minor in Accounting Information Systems and her Master of Science in Accounting degree from Fairfield University in Fairfield, Connecticut.

 

During her early undergraduate years, 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 her senior year, 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 fills the vacancy on the board of directors left by John Collins who has accepted a full-time position with FONAR.

 

Mr. Damadian continued, “We are very fortunate to have Mrs. Maher on FONAR’s board of directors and we look forward to working with her.”

 

About FONAR

 

FONAR, the Inventor of MR Scanning™, is located in Melville, NY, was incorporated in 1978, and is the first, oldest and most experienced MRI Company in the industry. FONAR introduced the world’s first commercial MRI in 1980, and went public in 1981. FONAR’s signature product is the FONAR UPRIGHT® Multi-Position™ MRI (also known as the Stand-Up® MRI), the only whole-body MRI that performs Position™ Imaging (pMRI™) and scans patients in numerous weight-bearing positions, i.e. standing, sitting, in flexion and extension, as well as the conventional lie-down position. The FONAR UPRIGHT® MRI often detects patient problems that other MRI scanners cannot because they are lie-down and ”weightless-only” scanners. The patient-friendly UPRIGHT® MRI has a near-zero patient claustrophobic rejection rate. As a FONAR customer states, “If the patient is claustrophobic in this scanner, they’ll be claustrophobic in my parking lot.” Approximately 85% of patients are scanned sitting while watching TV.

 

FONAR has new works-in-progress technology for visualizing and quantifying the cerebral hydraulics of the central nervous system, the flow of cerebrospinal fluid (CSF), which circulates throughout the brain and vertebral column at the rate of 32 quarts per day. This imaging and quantifying of the dynamics of this vital life-sustaining physiology of the body’s neurologic system has been made possible first by FONAR’s introduction of the MRI and now by this latest works-in-progress method for quantifying CSF in all the normal positions of the body, particularly in its upright flow against gravity. Patients with whiplash or other neck injuries are among those who will benefit from this new understanding.

 

FONAR's primary source of income and growth is attributable to its wholly-owned diagnostic imaging management subsidiary, Health Management Company of America (HMCA) www.hmca.com. 

FONAR’s substantial list of patents includes recent patents for its technology enabling full weight-bearing MRI imaging of all the gravity sensitive regions of the human anatomy, especially the brain, extremities and spine. It includes its newest technology for measuring the Upright cerebral hydraulics of the central nervous system. FONAR’s UPRIGHT® Multi-Position™ MRI is the only scanner licensed under these patents.

 

UPRIGHT® and STAND-UP® are registered trademarks and The Inventor of MR Scanning™, Full Range of Motion™, Multi-Position™, Upright Radiology™, The Proof is in the Picture™, True Flow™, pMRI™, Spondylography™, Dynamic™, Spondylometry™, CSP™, and Landscape™, are trademarks of Fonar Corporation.

 

This release may include forward-looking statements from the company that may or may not materialize. Additional information on factors that could potentially affect the company's financial results may be found in the company's filings with the Securities and Exchange Commission.