SecProbe.io

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 March 20, 2026

Jon Venick
Partner
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, NY 10020

 Re: FONAR CORP
 Schedule 13E-3 filed by FONAR Corporation et al.
 Filed February 26, 2026
 File No. 005-33323
 _
 Preliminary Proxy Statement
 Filed February 26, 2026
 File No. 000-10248
Dear Jon Venick:

 We have reviewed your filings and have the following comments. In some
of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

 Please respond to these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.

Preliminary Proxy Statement
General

1. Please file the preliminary proxy card.
Frequently Used Terms, page 1

2. Refer to the definition for "disinterested stockholders." Revise the
definition to provide
 the full definition in your disclosure rather than refer to the DGCL.
Apply this comment
 to any other defined terms that refer to sources other than the proxy
statement.
 March 20, 2026
Page 2
Summary Term Sheet, page 7

3. Please revise your disclosure in this section and in the section
Questions and
 Answers to significantly shorten them and avoid duplication. See Item
1001 of
 Regulation M-A.
Recommendation of the Disinterested Directors, page 69

4. Revise your disclosure to address how any filing person relying on the
 Marshall & Stevens opinion was able to reach the fairness determination
as to
 unaffiliated security holders given that the opinion addressed fairness
with respect to the
 Public Stockholders, rather than all security holders unaffiliated with
the company.
Opinion of Marshall & Stevens, page 71

5. Please disclose the amount of the compensation paid or payable to
Marshall & Stevens.
6. We note that, in the "Per Share Value Conclusion," Marshall & Stevens
appear to have
 compared a range of values of $14.48 to $15.52 per share of Common
Stock, Class B
 Common Stock, and Class C Common Stock to the offered price of $19 per
share for the
 Common Stock, Class B Common Stock, and Class C Common Stock. We also
note that
 the price of $19 per share applies to the common stock and the Class B
common stock.
 Please revise the disclosure to clarify this.
Positions of Mr. Damadian, Mr. Bonanni and Mr. Lehman as to the Fairness of the
Merger, page
84

7. We note your disclosure in this section and the section stating the
position of the
 Acquisition Group that such parties "may be deemed to be affiliates of
the Company."
 Given the filing persons' determination to file a Schedule 13E-3, it is
inappropriate to
 disclaim the underlying conclusions reached by each such filing person
in making the
 filing. Please revise.

 We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the
staff.

 Please direct any questions to Daniel Duchovny at 202-551-3619.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
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