Halper Sadeh Probes FONAR Sale to CEO Affiliates Over Class B/C Pricing, Insider Benefits

Legal firm opens probe into FONAR sale to CEO affiliates

Halper Sadeh LLC announces on Feb. 16, 2026 that it is investigating potential federal securities law violations and breaches of fiduciary duty tied to FONAR Corporation’s proposed sale to affiliates of CEO Timothy Damadian and certain executives and directors. The firm flags the transaction structure — Class B common stock at $19.00 per share and Class C common stock at $6.34 per share — and expresses concern that insiders may obtain substantial financial benefits not available to ordinary shareholders. Halper Sadeh is evaluating whether the deal includes provisions that could limit competing offers or otherwise shortchange minority holders.

FONAR, a U.S. medical imaging company known for upright MRI systems, faces scrutiny on corporate-governance grounds rather than on market movements. The firm focuses on potential conflicts of interest when executives and directors on both sides of a sale may influence terms that affect valuation, disclosure and the sale process. Halper Sadeh says its review could lead to demands for additional disclosures, improved deal terms, governance reforms or other remedies on behalf of shareholders if it deems fiduciary duties were not met.

The probe highlights broader governance issues in the medical-technology sector where founder-led or insider-driven transactions can raise questions about stewardship of intellectual property, operational continuity and competitive independence after consolidation. Industry observers say reviews by investor-rights firms often prompt supplemental filings or negotiations that increase transparency around deal mechanics and management incentives, even when litigation does not follow. Halper Sadeh states it handles matters on a contingent fee basis and will not charge out-of-pocket legal fees to shareholders who engage the firm.

Other deals under scrutiny

Halper Sadeh is simultaneously investigating Contango ORE Inc.’s proposed merger with Dolly Varden Silver Corp., where Contango shareholders would own about 50% of the combined company, and Clearwater Analytics Holdings Inc.’s sale to Permira and Warburg Pincus for $24.55 per share. The firm urges shareholders in the affected companies to contact it at no cost to discuss options.

The firm says it represents investors worldwide and, on behalf of shareholders, may seek increased consideration, supplemental disclosures, appraisal remedies or corporate-governance reforms. Halper Sadeh provides contact information for those interested in pursuing claims or learning more.