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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) September 30, 2026
| 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 a Material Definitive Agreement.
On September 30, 2026, Positron Corporation (the "Company")
issued three unsecured promissory notes in the aggregate principal amount of $2,000,000 (collectively, the “Notes”). One
Note in the amount of $1,500,000 was issued to George Ortiz ("Mr. Ortiz"), an existing, affiliated investor of the Company.
A $400,000 Note was issued to TISU Investments LTD (“TISU”), an existing, affiliated investor of the Company controlled by
Tis Prager, a Director of the Company. The final Note for $100,000 was issued to an unrelated third party.
The Notes bear interest on the
unpaid principal balance at 20% per annum. The Company is required to pay an interim interest amount equal to 10% of the original principal
amount six months after the date the applicable Note was issued, with all remaining accrued and unpaid interest due at maturity or earlier
repayment. The unpaid principal balance of each Note is due on September 30, 2027, unless earlier accelerated, and may be prepaid at any
time without penalty.
Events of default under each Note
include the Company’s failure to make a required payment, the commencement of a voluntary bankruptcy or insolvency proceeding or
related actions, and the entry of an order or decree in an involuntary bankruptcy or insolvency proceeding that remains unstayed and in
effect for 60 consecutive days. Upon a payment default, the applicable lender may, by written notice, declare the Note immediately due
and payable. Bankruptcy or insolvency defaults result in automatic and immediate acceleration. Each Note is governed by the laws of the
State of Texas.
As additional consideration for
the Notes, the Company issued Common Stock Purchase Warrants (the “Warrants”) to purchase: 300,000 shares of the Company’s
common stock, par value $0,0001 per share (the “Common Stock”), to Mr. Ortiz; 80,000 shares of Common Stock to TISU; and 20,000
shares of Common Stock to the last investor. The exercise price of the Warrants is $2.00 per share. Each Warrant is exercisable through
December 31, 2030 and remains outstanding in accordance with its terms notwithstanding repayment or prepayment of the applicable Note.
On September 30, 2026, Mr.
Ortiz exercised outstanding warrants to purchase 300,000 shares of Common Stock which were issued in connection with the
Company’s August 13, 2026 Line of Credit Agreement at an exercise price of $1.50 per share, for aggregate gross proceeds of
$450,000.
The foregoing description of the
Notes and Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Common Stock
Purchase Warrants and Promissory Notes, copies of which are filed as Exhibits 4.1, 4.2, 10.1 and 10.2 to this Current Report on Form 8-K
and are incorporated herein by reference.
Item 2.03 Creation of a Direct
Financial Obligation.
The information set forth in Item
1.01 above is incorporated herein by reference.
Item 3.02 Unregistered Sales
of Equity Securities.
The information set forth in
Item 1.01 above is incorporated herein by reference. The issuance of the Notes, the Warrants and the shares of Common Stock issued
upon Mr. Ortiz’s exercise, and the offer and sale of the shares issuable upon exercise of the Warrants, were made in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of
Regulation D promulgated thereunder. Each holder represented that it was an accredited investor and was acquiring the securities for
investment and not with a view to distribution.
| Item 9.01 Financial Statements and Exhibits. |
| |
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Common Stock Purchase Warrant |
| 10.1 |
|
Form of Promissory Note |
| 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: October 2, 2026 |
By: |
/s/ Adel Abdullah |
| |
|
Name: |
Adel Abdullah |
| |
|
Title: |
President |
