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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) August 13, 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 Material Definitive Agreement.
On August 13, 2026, Positron Corporation (the "Company") entered into a Line of Credit Agreement (the "Agreement") with George Ortiz ("Mr. Ortiz"), an existing, affiliated investor of the Company.
Pursuant to the Agreement, Mr. Ortiz has agreed to provide the Company with a line of credit in the maximum aggregate principal amount of $2,000,000. The Company may draw funds at its discretion, subject to a maximum draw of $500,000 in any single calendar quarter and a minimum draw of $50,000. Amounts repaid by the Company may be reborrowed during the term of the Agreement, subject to the quarterly
limitation and maximum aggregate principal amount.
The outstanding principal balance bears interest at a fixed rate of 12% per annum, payable quarterly in arrears on the last business day of each calendar quarter. During the first twelve months following the effective date, only interest payments are due (the "Interest-Only Period"). During the second twelve months, principal is payable in addition to interest. All advances made under
the line of credit are due and payable on August 13, 2028, being twenty-four months from the effective date of the Agreement, unless extended upon mutual written agreement of the parties.
The Company may prepay all or any portion of the outstanding principal balance at any time without premium or penalty. Events of default under the Agreement include, among others: (i) failure to pay interest when due (subject to a ten business day cure period after written notice); (ii) failure to pay principal when due; (iii) any material misrepresentation; (iv) failure to observe any other covenant
(subject to a thirty-day cure period after written notice); (v) insolvency or bankruptcy; and (vi) the occurrence of a material adverse event. Upon an event of default, Mr. Ortiz may declare the entire outstanding principal balance, together with all accrued and unpaid interest, immediately due and payable. Default interest accrues at 18% per annum or the maximum rate permitted by applicable law, whichever is less.
As additional consideration for the line of credit, the Company issued to Mr. Ortiz warrants to purchase 300,000 shares of common stock at an exercise price of $1.50 per share. The warrants expire on December 31, 2030. In the event of a default by the Company in the payment of interest or principal when due, the exercise price of the warrants will be automatically repriced to $1.00 per share.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Line of Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
|
Item 9.01 Financial Statements and Exhibits.
|
| Exhibit No. |
|
Description |
| 4.1 |
|
Common Stock Purchase Warrant |
| 10.1 |
|
Line of Credit Agreement between the Company and George Ortiz, dated August 13, 2026 |
| 10.2 |
|
Promissory Note dated August 13, 2026 |
| 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: August 18, 2026 |
By: |
/s/ Adel Abdullah |
| |
|
Name: Adel Abdullah |
| |
|
Title: President |
