福纳 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year endedJune 30, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ANDEXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File No.0-10248 FONAR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE11-2464137(State of incorporation)(IRS Employer Identification Number) 110 Marcus Drive,Melville,New York11747(Address of principal executive offices)(Zip Code) (631)694-2929(Registrant's Telephone Number, including area code) Securities Registered pursuant to Section 12(b) of the Act Title of Each ClassTrading Symbol(s)Exchange RegisteredCommon Stock, $.0001 par valueFONRNASDAQCapital Market Securities Registered pursuant to Section 12(g) of the ActNone 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 theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired 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 (1) has submitted electronically and posted on its corporate website, if any,every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit andpost such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company. See definitions of “large accelerated filer”, “accelerated filer and “smaller reporting 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☐ If securities are registers pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes☐No☒. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b). Yes☐No☒. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒. The aggregate market value of the shares of Common Stock held by non-affiliates as of December 31, 2024 based on theclosing price of $15.14 per share on such date as reported on the NASDAQ System, was approximately $91.8million. Theother outstanding classes do not have a readily determinable market value. As of September 8, 2025,6,203,465shares of Common Stock,146shares of Class B Common Stock,382,513shares ofClass C Common Stock and313,438shares of Class A Non-voting Preferred Stock of the registrant were outstanding. DOCUMENTS INCORPORATED BY REFERENCENONE TABLE OF CONTENTS FORM 10-K ITEMSPAGEPART IItem 1.Business4Item 1A.Risk Factors22Item 1B.Unresolved Staff Comments24Item 1C.Cybersecurity25Item 2.Properties26Item 3.Legal Proceedings26Item 4.Mine Safety Disclosures26PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities26Item 6.[Reserved[28Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations28Item 7A.Quantitative and Qualitative Disclosures About Market Risk.34Item 8.Financial Statements and Supplementary Data35Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure83Item 9A.Controls and Procedures83Item 9B.Other Information85Item 9C.Disclosures Regarding Foreign Jurisdictions that Prevent Inspections85PART IIIItem 10.Directors, Executive Officers and Corporate Governance85Item 11.Executive Compensation88Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters90Item 13.Certain Relationships and Related Transactions, and Director Independence92Item 14.Principal Accountant Fees and Services93PART IVItem 15.Exhibits and Financial Statement Schedules94 PART I ITEM 1. BUSINESS GENERAL FONAR Corporation, sometimes referred to as the “Company” or “FONAR”, is a Delaware corporation which wasincorporated on July 17, 1978. Our address is 110 Marcus Drive, Melville, New York 11747 and our telephone number is631-694-2929. FONAR also maintains a website a