Positron Corporation (POSC) discloses $2M unregistered equity sale to single investor

Rhea-AI Filing Summary

Positron Corporation disclosed that on December 23, 2025 it entered into a Subscription Agreement with a single investor to sell 1,333,333 shares of its common stock for an aggregate purchase price of $2,000,000. The transaction was completed without the use of a placement agent or finder, meaning the company dealt directly with the investor.

The shares were issued in a private transaction not registered under the Securities Act of 1933, relying on the Regulation S exemption. This issuance represents new equity capital for Positron and results in additional common shares outstanding. The company also filed the Subscription Agreement and a related press release as exhibits.

Insights

Equity capital markets analyst

Positron raised $2M via an unregistered equity sale to a single investor.

Positron Corporation entered into a Subscription Agreement on December 23, 2025 to issue 1,333,333 common shares for aggregate proceeds of $2,000,000. The sale was conducted directly with a single investor and did not involve a placement agent or finder, so there are no disclosed placement fees in this transaction.

The shares were issued without registration under the Securities Act, using the Regulation S exemption, which is designed for certain offerings outside the United States. This adds new equity capital to the company while increasing the number of common shares outstanding. The detailed terms are provided in the Subscription Agreement filed as Exhibit 10.1 and the press release filed as Exhibit 99.1.

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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 Exchange Act of 1934

Date of Report (Date of earliest event reported) December 23, 2025

POSITRON CORPORATION

(Exact name of registrant as specified in its charter)

Texas		000-24092		76-0083622
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3784 Commerce Ct, Suite 100, North Tonawanda, NY		14120
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (317) 576-0183

N/A 

(Former name or former address, if changed since last report)

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:

☐ 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:
		Trading
Title of each class		Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		POSC		OTC Markets

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 1.01 Entry into Material Definitive Agreement.

On December 23, 2025, Positron Corporation (the “Company”) entered into a Subscription Agreement with a single investor to purchase 1,333,333 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) for an aggregate purchase price of Two Million Dollars ($2,000,000). The sale and offer of the Shares was made without the use of a placement agent or finder. The issuance and sale of the Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and were issued in reliance on the exemption from registration provided by Regulation S of the Securities Act.

Item 3.02. Unregistered Sales of Equity Securities.

The information under Item 1.01 of this Current Report on Form 8-K related to the Shares is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
Exhibit No.		Description
10.1		Subscription Agreement dated December 23, 2025
99.1		Press Release dated December 30, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

		POSITRON CORPORATION
Date: December 30, 2025	By:	/s/ Adel Abdullah
		Name: Adel Abdullah
		Title: President

FAQ

What financing did Positron Corporation (POSC) report in this 8-K?

Positron Corporation reported a Subscription Agreement with a single investor for 1,333,333 shares of common stock, providing aggregate proceeds of $2,000,000.

How many Positron (POSC) shares were issued and at what total amount?

The company issued 1,333,333 shares of common stock for a total purchase price of $2,000,000, as disclosed in the agreement dated December 23, 2025.

Was the new Positron (POSC) share issuance registered with the SEC?

No. The issuance and sale of the 1,333,333 shares were not registered under the Securities Act of 1933 and relied on the Regulation S exemption.

Did Positron (POSC) use a placement agent or finder for this share sale?

No. The company stated that the sale and offer of the shares were made without the use of a placement agent or finder.

What exhibits were filed with Positron’s (POSC) 8-K about the Subscription Agreement?

Positron filed the Subscription Agreement dated December 23, 2025 as Exhibit 10.1, a press release dated December 30, 2025 as Exhibit 99.1, and the cover page interactive data file as Exhibit 104.

Under which items of Form 8-K did Positron (POSC) report this transaction?

The company reported the Subscription Agreement under Item 1.01, Entry into a Material Definitive Agreement, and incorporated it by reference under Item 3.02, Unregistered Sales of Equity Securities.