EX-4
from SCHEDULE 13D/A
6 pages
Effective as of December, 23, 2025, Each of the Reporting Persons Subscribed to Purchase Membership Interests in Fonar, LLC, a Delaware Limited Liability Company (“Acquisition LLC”), and Acquisition LLC Accepted Such Subscriptions. Under Their Respective Subscriptions, the Reporting Persons Each Agreed to Become Members of Acquisition LLC and to Make Capital Contributions in a Manner That Their Full Subscription Amounts Are Tendered Prior to the Consummation of the Merger (The “Merger”) of a Wholly-Owned Subsidiary of Acquisition LLC, Fonar Acquisition Sub, Inc. (“Merger Co”), With and Into the Issuer Pursuant to a Merger Agreement Among Acquisition LLC, Merger Co, and the Issuer (The “Merger Agreement”). Further Information Concerning the Merger Agreement Is Provided Below. Such Subscription Amounts to Be Tendered by the Reporting Persons to Acquisition LLC May Be Made by Means of Contributions of Cash and/or Shares of the Issuer’s Equity Securities, Including Shares of Common Stock Valued at $19.00 Per Share of Common Stock, an Amount Equal to the Per Share Merger Consideration for Shares of Common Stock as Contemplated by the Merger Agreement. Such Cash Subscription Funds Will Be Contributed by Acquisition LLC to Merger Co Immediately Prior to the Effectiveness of the Merger. as a Result of the Merger, Such Cash Funds Will Become Liquid Assets of the Issuer and Will Be Used to Fund, in Part, the Merger Consideration to Be Paid to the Public Shareholders of the Issuer in Connection With the Consummation of the Merger. as Noted Below, the Issuer’s Equity Securities Being Contributed by the Reporting Persons to Acquisition LLC Will Be Cancelled in Connection With the Consummation of the Merger in Accordance With the Merger Agreement. Merger Agreement
12/34/56
