Positron Corp 10-Q for FY2026 Q1
Positron Corp (POSC)
About this 10-Q
Positron Corp filed this 10-Q on May 15, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $111K
- down 7.0% from $119.33K a year earlier
- Net loss
- $1.38M
- compared with a net loss of $1.51M a year earlier
- Diluted EPS
- -$0.04
- compared with -$0.05 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
or
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to _______
Commission
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| (Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
______________________________________________________________________
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| OTC Markets |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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. ☒
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of May 15, 2026 the registrant had shares of common stock, par value $0.0001 per share, issued.
TABLE OF CONTENTS
2
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.
Our unaudited condensed financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our unaudited condensed financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item IA, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2025, and in our other filings with the Securities and Exchange Commission, as well as those discussed elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to shares of our common stock.
As used in this quarterly report, the terms “we”, “us”, “our” and the “Company” mean Positron Corporation, unless otherwise indicated.
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Positron Corporation
| Page(s) | ||
| Balance Sheets | F-2 | |
| Statements of Operations | F-3 | |
| Statements of Changes in Stockholders’ Equity (Deficit) | F-4 - F-5 | |
| Statements of Cash Flows | F-6 | |
| Notes to Financial Statements | F-7 - F-48 |
F-1
Positron Corporation
Balance Sheets
(Unaudited)
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Prepaids and other | ||||||||
| Total Current Assets | ||||||||
| Property and equipment - net | ||||||||
| Operating lease - right-of-use asset | ||||||||
| Deposits | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses - related party | ||||||||
| Deferred revenue | ||||||||
| Note payable - related party | ||||||||
| Operating lease liability | ||||||||
| Convertible advance payable | ||||||||
| Total Current Liabilities | ||||||||
| Long Term Liabilities | ||||||||
| Operating lease liability | ||||||||
| Total Long Term Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 6) | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred stock - $ par value; authorized | ||||||||
| Common stock - $ par value, shares authorized and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Less: treasury stock at cost - and shares, respectively | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements
F-2
Positron Corporation
Statements of Operations
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Sales | $ | $ | ||||||
| Cost of sales | ||||||||
| Gross loss | ( | ) | ( | ) | ||||
| General and administrative expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Total other income (expense) - net | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Loss per share - basic and diluted | $ | ) | $ | ) | ||||
| Weighted average number of shares - basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited financial statements
F-3
Positron Corporation
Statements of Changes in Stockholders’
Equity (Deficit)
For the Three Months Ended March 31, 2026
(Unaudited)
| Additional | Total | |||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Accumulated | Treasury Stock | Stockholders’ | |||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Shares | Amount | Equity | ||||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Stock issued for services rendered ($1.89/share) | - | - | ||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements
F-4
Positron Corporation
Statements of Changes in Stockholders’
Equity (Deficit)
For the Three Months Ended March 31, 2025
(Unaudited)
| Series A - Preferred Stock | Series B - Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Treasury Stock | Total Stockholders’ | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Shares | Amount | Equity (Deficit) | ||||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||
| Stock issued for cash ($1/share) | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Cash paid to repurchase and retire common stock ($0.60 - $0.75/share) | - | - | ( | ) | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||
| Imputed interest expense on debt - related parties | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Forgiveness of accrued interest payable - related party | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements
F-5
Positron Corporation
Statements of Cash Flows
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operations | ||||||||
| Amortization of operating lease - right-of-use asset | ||||||||
| Depreciation expense | ||||||||
| Stock issued for services | ||||||||
| Imputed interest expense on debt - related parties | ||||||||
| Changes in operating assets and liabilities | ||||||||
| (Increase) decrease in | ||||||||
| Accounts Receivable | ||||||||
| Prepaids | ( | ) | ||||||
| Deposits | ||||||||
| Increase (decrease) in | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accounts payable and accrued expenses - related party | ||||||||
| Deferred revenue | ( | ) | ||||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| Proceeds from stock issued for cash | ||||||||
| Cash paid to repurchase and retire common stock | ( | ) | ||||||
| Proceeds from issuance of note payable - related party | ||||||||
| Repayments on notes payable - related party | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents - beginning of period | ||||||||
| Cash and cash equivalents - end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income tax | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities | ||||||||
| Forgiveness of accrued interest payable - related party | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements
F-6
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Note 1 - Organization and Nature of Operations
Organization and Nature of Operations
Positron Corporation (collectively, “we,”
“us,” “our” or the “Company”), a Texas Corporation (originally incorporated on
Positron Corporation is a medical technology company that co-develops, manufactures, and sells PET and PET-CT imaging systems and related services to healthcare providers. The Company focuses on cardiac PET imaging and is expanding into broader clinical applications, including oncology. Positron collaborates with its strategic partner, Neusoft Medical Systems, to support product development, manufacturing, and innovation.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.
In the opinion of the Company’s management, the accompanying unaudited financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2026 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results for the full fiscal year or any future period.
These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026.
Management acknowledges its responsibility for the preparation of the accompanying unaudited financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented.
F-7
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Liquidity, Going Concern and Management’s Plans
These unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
As reflected in the accompanying unaudited financial statements, for the three months ended March 31, 2026, the Company had:
| ● | Net loss of $ |
| ● | Net cash used in operations was $ |
Additionally, at March 31, 2026, the Company had:
| ● | Accumulated deficit of $ |
| ● | Stockholders’ equity of |
| ● | Working capital deficiency of $ |
The Company has cash on hand of $
These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management’s strategic plans include the following:
| ● | Execute business operations more fully during the current year; |
| ● | Expand its reach within nuclear cardiology with the launch of our PET-CT system which provides greater features and functions now available to nuclear cardiologists and their diagnostic capabilities; |
| ● | Enter the vast oncology market with its new PET-CT system with a faster, smaller, more economical solution for practices, hospitals, and patients; |
| ● | Explore and execute of prospective strategic and partnership opportunities; and |
| ● | Pursue to “Up-List” to a more prominent publicly reporting exchange. |
F-8
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Note 2 - Summary of Significant Accounting Policies
Business Segments and Expense Disclosure
The Company follows Financial Accounting Standards Board (FASB) ASC 280, Segment Reporting, which requires public entities to report financial and descriptive information about their reportable operating segments.
FASB ASC 280-10-50-1 states that an operating segment is a component of a public entity that:
| ● | Engages in business activities from which it may earn revenues and incur expenses; |
| ● | Has operating results that are regularly reviewed by the Chief Operating Decision Maker (CODM), who is the Company’s Chief Executive Officer, to make decisions about resource allocation and performance assessment; and |
| ● | Has discrete financial information available. |
Under ASC 280-10-50-10, a public entity is required to report separately only those operating segments that meet certain quantitative thresholds. However, as specified in FASB ASC 280-10-50-11, if a company’s business activities are managed as a single operating segment and reviewed on a basis, the company may report as a single segment. The Company has determined that it operates as one reportable segment, as its CODM reviews the business as a whole rather than by distinct business components. Significant expenses within loss from operations, as well as within net loss, include cost of sales and general and administrative expenses, which are each presented separately on the accompanying Statements of Operations. Other segment items within net loss include interest expense, net, and amortization of debt discount.
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires all public entities, including public entities with a single reportable segment, to provide in interim and annual periods one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.
The Company adopted ASU 2023-07 for its annual reporting period ended December 31, 2024 and for interim periods beginning January 1, 2025, on a retrospective basis. The adoption did not change the way the Company identifies its reportable segments and, accordingly, did not have a material impact on the Company’s segment-related disclosures.
F-9
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
The adoption of 2023-07 did not change the way that the Company identifies its reportable segments and, as a result, did not have a material impact on the Company’s segment-related disclosures.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the recognition of revenues and expenses during the reporting period. Actual results may differ from these estimates, and such differences could be material.
Changes in estimates are recorded in the period in which they become known and are accounted for prospectively. The Company bases its estimates on historical experience, industry trends, and other relevant factors, incorporating both quantitative and qualitative assessments that it believes are reasonable under the circumstances.
Significant estimates during the three months ended March 31, 2026 and 2025 include:
| ● | Allowance for doubtful accounts and other receivables |
| ● | Inventory reserves and classifications |
| ● | Valuation of equity based instruments |
| ● | Estimated useful lives of property and equipment |
| ● | Implicit interest rate in right-of-use operating leases |
| ● | Uncertain tax positions |
| ● | Valuation allowance on deferred tax assets |
Risks and Uncertainties
The Company operates in a highly competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic fluctuations. The Company’s operations are exposed to significant financial, operational, and strategic risks, including potential business disruptions, supply chain constraints, and liquidity challenges.
In accordance with FASB ASC 275, “Risks and Uncertainties,” the Company evaluates and discloses risks that could materially affect its financial condition, results of operations, and business outlook. Key factors contributing to variability in sales and earnings include:
| 1. | Industry Cyclicality – The Company’s financial performance is affected by industry trends, seasonality, and shifts in market demand. |
F-10
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
| 2. | Macroeconomic Conditions– Economic downturns, inflationary pressures, interest rate changes, global tariff policy, and geopolitical risks may impact consumer purchasing behavior and the Company’s revenue streams. |
| 3. | Pricing Volatility– The cost and availability of raw materials, supply chain disruptions, and competitive pricing pressures can lead to fluctuations in gross margins and profitability. |
Given these uncertainties, the Company faces challenges in accurately forecasting financial performance and may experience material risks affecting liquidity, business continuity, and long-term strategic growth. The Company continuously assesses these risks and implements measures to mitigate their potential impact.
Fair Value of Financial Instruments
The Company accounts for financial instruments in accordance with Financial Accounting Standards Board (FASB) ASC 820, “Fair Value Measurements”, which establishes a framework for measuring fair value and requires related disclosures. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the Company’s principal market or, if none exists, the most advantageous market for the asset or liability.
Fair Value Hierarchy
FASB ASC 820 requires the use of observable inputs whenever available and establishes a three-tier hierarchy for measuring fair value:
| ● | Level 1 – Quoted market prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 – Observable inputs other than quoted prices in active markets, such as quoted prices for similar assets and liabilities or inputs that are directly or indirectly observable. |
| ● | Level 3 – Unobservable inputs that require significant judgment, including management assumptions and estimates based on available market data. |
The classification of an asset or liability within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Level 3 valuations generally require more judgment and complexity, often involving a combination of cost, market, or income approaches, as well as assumptions about market conditions, pricing, and other factors.
F-11
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Fair Value Determination
The Company assesses the fair value of its financial instruments and, where appropriate, may engage external valuation specialists to assist in determining fair value. While management believes that recorded fair values are reasonable, they may not necessarily reflect net realizable values or future fair values.
Financial Instruments Carried at Historical Cost
The Company’s financial instruments—including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses (including related party balances)—are recorded at historical cost. As of March 31, 2026 and December 31, 2025, respectively, the carrying amounts of these instruments approximated their fair values due to their short-term maturities.
Cash and Cash Equivalents and Concentration of Credit Risk
For purposes of the statements of cash flows, the Company considers all highly liquid investments with original maturities of three months or less from the date of purchase, including money market accounts and short-term certificates of deposit, to be cash equivalents.
At March 31, 2026, the Company did not hold any cash equivalents
At December 31, 2025, the Company’s cash equivalents consisted of a money market account.
The Company is exposed to credit risk on
its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount
insured by the FDIC, which is $
At March 31, 2026 and December 31, 2025,
the Company had cash in excess of the insured FDIC limit of $
Accounts Receivable
The Company accounts for accounts receivable in accordance with FASB ASC 326, “Financial Instruments – Credit Losses. Receivables are recorded at their net realizable value, which represents the amount management expects to collect from outstanding customer balances.
F-12
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
The Company extends credit to customers based on an evaluation of their financial condition and other factors. The Company does not require collateral, and interest is not accrued on overdue accounts receivable.
Allowance for Expected Credit Losses
The Company has elected the practical expedient in Accounting Standards Update (ASU) 2025-05 for its current (short-term) accounts receivable. Under this practical expedient, the Company assumes that current economic conditions as of the balance sheet date will not change over the remaining life of these receivables when estimating expected credit losses.
Management periodically assesses the collectability of accounts receivable and establishes an allowance for expected credit losses as needed. The allowance is determined based on:
| ● | A review of outstanding accounts, |
| ● | Historical collection experience, and |
| ● | Current economic conditions. |
Accounts deemed uncollectible are written off against the allowance when determined to be uncollectible.
Allowance for expected credit losses was
$
Inventory
Inventory consists of scanning equipment and is stated at the lower of cost or net realizable value (“LCNRV”) using the first-in, first-out (“FIFO”) method.
Management assesses the recoverability of inventory each reporting period and records write-downs to net realizable value when the carrying value exceeds estimated proceeds from sale, less costs to complete and sell.
Factors considered in this assessment include:
| ● | Market conditions; |
| ● | Net realizable value based on estimated selling price and selling costs; and |
| ● | Inventory turnover trends. |
No write-downs were recorded during the three months ended March 31, 2026.
F-13
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
During the year ended December 31, 2025,
the Company recorded an inventory write-down of $
During the three months ended March 31,
2026, the Company incurred $
The machine will be delivered to the customer upon completion of installment payments under an executed sale agreement and upon FDA approval; the corresponding consideration received to date has been recorded as deferred revenue (see below).
At March 31, 2026 and December 31, 2025, inventory was as follows:
Schedule of Inventory
| Classification | March 31, 2026 | December 31, 2025 | ||||||
| Finished systems | $ | $ | ||||||
| Less: writedown of inventory to net realizable value | ( | ) | ( | ) | ||||
| Total Inventory | $ | $ | ||||||
Deposits
Deposits represent amounts paid to a third-party manufacturer toward the purchase of a PET-CT system, the recoverability of which is contingent upon successful equipment validation and U.S. Food and Drug Administration (FDA) clearance. Activity in deposits for the three months ended March 31, 2026 and the year ended December 31, 2025 was as follows:
Schedule of Deposits
| Balance - December 31, 2024 | $ | |||
| No activity | ||||
| Balance - December 31, 2025 | $ | |||
| No activity | ||||
| Balance - March 31, 2026 | $ |
In 2022, the Company paid $
| ● | $ |
| ● | $ |
F-14
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Because the equipment has not received
FDA clearance, the $
If the equipment fails validation or does
not receive FDA clearance, the Company has the contractual right to return the inventory and obtain a refund of the $
Concentrations
The Company evaluates and discloses significant concentrations of risk in accordance with FASB ASC 275-10, “Risks and Uncertainties”. These risks may arise from customer concentrations, vendor reliance, geographic dependence, or other economic factors that could materially impact the Company’s financial position, results of operations, and cash flows.
A concentration exists when a single customer, supplier, or market accounts for a significant portion (typically greater than 10%) of the Company’s total revenues, accounts receivable, or vendor purchases
For the three months ended March 31, 2026 and 2025, respectively, the Company has no such concentrations.
Property and Equipment
Property and equipment are recorded at cost, net of accumulated depreciation, in accordance with FASB ASC 360, “Property, Plant, and Equipment.” Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.
Repairs and maintenance expenditures that do not materially extend the useful life of an asset are expensed as incurred. Significant improvements or upgrades that increase the asset’s productivity, efficiency, or useful life are capitalized.
Upon disposal or sale of property and equipment, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the statement of operations.
F-15
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
The Company evaluates the carrying value of property and equipment whenever events or changes in circumstances indicate that the asset may be impaired. If impairment indicators exist, the Company assesses recoverability based on the undiscounted future cash flows expected from the use and disposition of the asset. If the carrying amount exceeds the estimated recoverable amount, an impairment loss is recognized.
Financial Instruments with Characteristics of Both Liabilities and Equity
The Company evaluates equity or liability classification for freestanding financial instruments, including convertible preferred stock, warrants, and options, pursuant to the guidance under FASB ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company classifies as liabilities all freestanding financial instruments that are (i) mandatorily redeemable, (ii) represent an obligation to repurchase the Company’s equity shares by transferring assets, or (iii) represent an unconditional obligation (or conditional obligation if the financial instrument is not an outstanding share) to issue a variable number of shares predominantly based on a fixed monetary amount, variations in something other than the fair value of the Company’s equity shares, or variations inversely related to changes in fair value of the Company’s equity shares.
If a freestanding financial instrument does not represent an outstanding equity share and does not meet liability classification under ASC 480, the Company then assesses whether the freestanding financial instrument is indexed to its own stock and meets equity classification pursuant to FASB ASC 815-40, “Contracts in Entity’s Own Equity” (“ASC 815”).
The Company further assesses whether the freestanding financial instruments should be classified as temporary equity. Freestanding financial instruments that are redeemable for cash or other assets at a fixed or determinable date, at the option of the holder, or upon the occurrence of an event are classified in temporary equity in accordance with FASB ASC 480. Otherwise, the freestanding financial instruments are classified in permanent equity.
Conversion and Extinguishment of Derivative Liabilities
When a debt instrument with an embedded conversion option (e.g., convertible debt or warrants) is converted into shares of common stock or repaid, the Company:
| ● | Records the newly issued shares at fair value; |
| ● | Derecognizes all related debt, derivative liabilities, and unamortized debt discounts; and |
| ● | Recognizes a gain or loss on debt extinguishment, if applicable. |
For equity-based derivative liabilities (e.g., warrants) that are extinguished, any remaining liability balance is reclassified to additional paid-in capital.
F-16
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Original Issue Discounts and Other Debt Discounts
The Company accounts for original issue discounts (OID) and other debt discounts in accordance with FASB ASC 835-30, “Interest—Imputation of Interest”. These discounts are recorded as a reduction of the carrying amount of the related debt and are amortized to interest expense over the term of the debt using the effective interest method, unless the straight-line method is materially similar.
Original Issue Discounts (OID)
For certain notes issued, the Company may provide the debt holder with an original issue discount (OID), which is recorded as a debt discount, reducing the face value of the note. The discount is amortized to interest expense over the term of the debt in the Statements of Operations.
Stock and Other Equity Issued with Debt
The Company may issue common stock or other equity instruments in connection with debt issuance. When stock is issued, it is recorded at relative fair value and treated as a debt discount, reducing the carrying amount of the note. These discounts are amortized to interest expense over the life of the debt.
The combined debt discounts, including OID and stock-related discounts, cannot exceed the face amount of the debt.
Debt Issuance Costs
Debt issuance costs, including fees paid to lenders or third parties, are capitalized as a debt discount and amortized to interest expense over the life of the debt. These costs are presented as a direct deduction from the carrying amount of the debt liability rather than as a separate asset.
Warranties and Maintenance Contracts
Product Warranties
The Company provides an assurance-type warranty on its products covering defects in design, materials, and workmanship for a period of one year from customer acceptance. Assurance-type warranties do not represent a separate performance obligation under ASC 606; rather, the estimated cost of fulfilling the warranty obligation is accrued at the time of product delivery in accordance with ASC 460-10-25-5 and ASC 450-20-25, when the obligation is probable and reasonably estimable.
F-17
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
The warranty provision is based on historical trends in defect nature, frequency, and average cost of claims for each product line. These estimates are reassessed each reporting period using the best available information, and adjustments are made as necessary.
Historically, the Company has incurred insignificant warranty-related costs. At March 31, 2026 and December 31, 2025, no warranty liability was recorded, as the estimated obligation was deemed immaterial.
Certain components used in the Company’s products are covered under supplier-provided limited warranties, which include replacement and service coverage for parts. The Company does not have direct responsibility for these supplier warranties.
As of March 31, 2026 and December 31, 2025, the Company is not aware of any pending or asserted claims related to product warranty obligations.
Maintenance Contracts
The Company separately offers post-delivery maintenance contracts to customers. Maintenance contracts are distinct from the Company’s assurance-type product warranty and represent separate performance obligations under ASC 606. Revenue attributable to maintenance contracts is deferred at contract inception and recognized ratably over the maintenance period as the related services are performed. At March 31, 2026 and December 31, 2025, no maintenance contract revenue was deferred.
Treasury Stock
The Company accounts for treasury stock transactions under the cost method in accordance with FASB ASC 505-30, “Treasury Stock”. Under this method, when the Company repurchases its own shares, the full acquisition cost is recorded as a reduction to stockholders’ equity under the treasury stock account. These shares remain issued but are not considered outstanding and do not participate in dividends or earnings per share calculations.
As of March 31, 2026 and December 31, 2025,
respectively, the Company had shares of treasury stock recorded at an aggregate cost of $
Right of Use Assets and Lease Obligations
The Company accounts for right-of-use (ROU) assets and lease liabilities in accordance with FASB ASC 842, “Leases”. These amounts reflect the present value of the Company’s estimated future minimum lease payments over the lease term, including any reasonably certain renewal options, discounted using a collateralized incremental borrowing rate.
F-18
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
The Company classifies its leases as either operating or finance leases. The Company’s leases primarily consist of operating leases, which are included as Right-of-Use Assets and Operating Lease Liabilities on the balance sheet.
Short-Term Leases
The Company has elected the short-term lease exemption, whereby leases with a term of 12 months or less are not recorded on the balance sheet. Instead, lease payments are expensed on a straight-line basis over the lease term.
Lease Term and Renewal Options
In determining the lease term, the Company evaluates whether renewal options are reasonably certain to be exercised. Factors considered include:
| ● | The useful life of leasehold improvements relative to the lease term, |
| ● | The economic performance of the business at the leased location, |
| ● | The comparative cost of renewal rates versus market rates, and |
| ● | The presence of any significant economic penalties for non-renewal. |
If a renewal option is deemed reasonably certain to be exercised, the ROU asset and lease liability reflect those additional future lease payments. The Company’s operating leases contain renewal options with no residual value guarantees. Currently, management does not expect to exercise any renewal options, which are therefore excluded in the measurement of lease obligations.
Discount Rate and Lease Liability Measurement
Since the implicit rate in the leases is not readily determinable, the Company applies an incremental borrowing rate that represents the rate it would incur to borrow on a collateralized basis over a similar term and currency environment.
Lease Impairment
The Company evaluates ROU assets for impairment indicators whenever events or changes in circumstances suggest the carrying amount may not be recoverable.
See Note 6 for further discussion on lease cancellation during the year December 31, 2025.
F-19
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when or as control of promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company applies the following five-step model:
(i) identify the contract with a customer;
(ii) identify the performance obligations in the contract;
(iii) determine the transaction price;
(iv) allocate the transaction price to the performance obligations in the contract; and
(v) recognize revenue when, or as, performance obligations are satisfied.
Nature of Services and Performance Obligations
The Company generates revenue primarily from clinical, technical, and maintenance service contracts that provide customers with ongoing product support and from sales of equipment. These contracts are generally one-year agreements that automatically renew for successive one-year periods unless terminated by either party with at least 90 days’ notice. The Company considers only the noncancelable initial term and any renewal periods for which the customer has a material right when determining the contract term and performance obligations.
Each maintenance contract represents a single distinct performance obligation. The various service elements - including priority response, 24/7 clinical and technical support, parts and labor, preventative maintenance, software upgrades, uptime guarantees, remote diagnostic capabilities, daily quality assurance inspections, and applications training - are highly integrated and interdependent. They are not separately identifiable from one another and are accounted for as a single stand-ready performance obligation that is satisfied continuously over the contract term.
F-20
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Significant Judgments
In applying ASC 606, the Company makes the following significant judgments that affect the timing and amount of revenue recognized:
(i) the Company concluded that all services under each maintenance contract constitute a single performance obligation because they are highly interrelated and provide a combined integrated service to the customer;
(ii) for maintenance contracts, the Company uses a time-based, straight-line output method to measure progress, which it has determined faithfully depicts the Company’s performance as the customer simultaneously receives and consumes the benefits of the services; and
(iii) for equipment sales, the Company applies judgment in assessing when control transfers to the customer.
No changes to these judgments have occurred during the periods presented.
Transaction Price and Allocation
The transaction price is the fixed fee stated in each contract. The Company does not offer refunds, rebates, discounts, or variable pricing incentives. Maintenance contract fees are typically billed monthly in advance with payment due within 30 days. As permitted by the practical expedient in ASC 606-10-32-18, the Company does not adjust the transaction price for the effects of a significant financing component when the period between transfer of control of the good or service and customer payment is one year or less. Because each contract contains a single performance obligation, the entire transaction price is allocated to that obligation.
Revenue Recognition – Timing
The Company recognizes revenue either over time or at a point in time depending on the nature of the performance obligation.
Maintenance contract revenue is recognized over time as the customer simultaneously receives and consumes the benefits of the services as they are provided. Revenue is recognized ratably on a straight-line basis over the contract term. Amounts received in advance of services being provided are recorded as deferred revenue and recognized as revenue as the related performance obligations are satisfied.
F-21
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Equipment sale revenue is recognized at a point in time when control of the equipment transfers to the customer, which occurs upon physical delivery and acceptance of the equipment and where collection is probable. In three months ended March 31, 2026 and 2025, no equipment sale revenue had been recognized, as the conditions for transfer of control had not yet been met.
Principal vs. Agent Considerations
The Company has determined that it acts as a principal in all revenue transactions. The Company controls the services prior to transfer to the customer, is responsible for fulfilling all contractual obligations including uptime guarantees, bears the risk of performance, and has discretion in establishing contract pricing. Accordingly, revenue is recognized on a gross basis.
Contract Balances and Remaining Performance Obligations
The Company’s contract liabilities consist of deferred revenue related to maintenance contracts billed in advance and customer deposits on pending equipment sales. These amounts are presented as deferred revenue on the accompanying balance sheets. There were no contract assets as of March 31, 2026 or December 31, 2025.
The Company has elected the practical expedient under ASC 606-10-50-14 not to disclose the aggregate amount of the transaction price allocated to remaining performance obligations for contracts with an original expected duration of one year or less.
Disaggregation of Revenue
The following table presents the Company’s revenues disaggregated by type for the three months ended March 31, 2026 and 2025:
Schedule of Company’s revenues disaggregated
| Three Months Ended March 31, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Sales | Revenue | % of Revenues | Revenue | % of Revenues | ||||||||||||
| Maintenance contracts | $ | % | $ | % | ||||||||||||
| Total Revenues | $ | % | $ | % | ||||||||||||
F-22
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
All revenue recognized in both periods was derived from maintenance service contracts. No equipment sale revenue has been recognized in either period, as transfer of control of the equipment to the customer had not yet occurred as of each respective balance sheet date.
Deferred Revenue (Contract Liabilities)
Deferred revenue represents consideration received from customers prior to the satisfaction of the related performance obligation.
At March 31, 2026 and December 31, 2025, deferred revenue consisted of the following:
Schedule of deferred revenue
| Type | March 31, 2026 | December 31, 2025 | ||||||
| Customer deposit - equipment sale | $ | $ | ||||||
| Customer deposit - other | ||||||||
| Total deferred revenue | $ | $ | ||||||
Equipment sale deposits represent cumulative
installment payments received from customers under executed purchase agreements for medical scanning equipment. Title and physical
possession of the equipment transfer to each customer upon receipt of the full contract price, at which point revenue is recognized.
During the three months ended March 31, 2026, additional installment payments of $
The $
Maintenance contract amounts represent
consideration received from customers prior to the applicable service period and are recognized as revenue ratably as performance
obligations are satisfied over the service term. At March 31, 2026, $
Cost of Sales
Cost of sales consists of direct expenses incurred in the delivery of services related to the Company’s maintenance contracts. These costs are recognized as incurred and are directly attributable to fulfilling service obligations under customer agreements.
The primary components of cost of sales include:
| ● | Salaries and Wages – Compensation, payroll taxes, and employee benefits associated with the Company’s service technicians and clinical support staff. |
F-23
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
| ● | Job-Related Materials and Supplies – Expenses for parts, tools, software upgrades, and consumable materials required to perform maintenance and repairs. |
All costs included in cost of sales are directly related to the provision of contracted maintenance services and align with revenue recognition principles under FASB ASC 606.
The Company continually evaluates its cost structure to optimize service delivery while maintaining contractual uptime guarantees and quality assurance standards.
Income Taxes
The Company accounts for income taxes using the asset and liability method prescribed by FASB ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial reporting and tax bases of assets and liabilities. These amounts are measured using enacted tax rates expected to apply in the periods when temporary differences reverse.
The effect of a change in tax rates on deferred tax balances is recognized as income or expense in the period that includes the enactment date.
Uncertain Tax Positions
The Company evaluates uncertain tax positions which requires that a tax position be recognized in the financial statements only if it is more likely than not (greater than 50% likelihood) to be sustained upon examination by tax authorities.
As of March 31, 2026 and 2025, the Company had no uncertain tax positions that qualified for recognition or disclosure in the financial statements.
The Company also recognizes interest and penalties related to uncertain tax positions in other expense in the Statement of Operations. No interest and penalties were recorded for the three months ended March 31, 2026 and 2025.
Valuation of Deferred Tax Assets
The Company’s deferred tax assets include certain future tax benefits, such as net operating losses (NOLs), tax credits, and deductible temporary differences. A valuation allowance is required if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.
The Company reviews the realizability of deferred tax assets on a quarterly basis, or more frequently if circumstances warrant, considering both positive and negative evidence.
F-24
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Considered in Valuation Allowance Assessment
The Company evaluates multiple factors in determining whether a valuation allowance is necessary, including:
| ● | Historical earnings trends (cumulative pre-tax income or losses in the most recent three-year period) |
| ● | Future financial projections, including expected taxable income based on long-term estimates of business performance and market conditions |
| ● | Statutory carryforward periods for net operating losses and other deferred tax assets |
| ● | Prudent and feasible tax planning strategies that could impact the realization of deferred tax assets |
| ● | Nature and predictability of temporary differences and the timing of their reversal |
| ● | Sensitivity of financial forecasts to external factors such as commodity prices, market demand, and operational risks |
While cumulative three-year losses are a strong indicator that a valuation allowance may be needed, a valuation allowance determination is not solely based on past losses—all available positive and negative evidence must be considered.
Valuation Allowance Determination
At March 31, 2026 and December 31, 2025,
the Company recorded a full valuation allowance against its deferred tax assets, resulting in a net carrying amount of $
The Company will continue to evaluate its valuation allowance each reporting period and will recognize deferred tax assets in the future if sufficient positive evidence emerges to support their realization.
There was no income tax provision recorded for the three months ended March 31, 2026 and 2025, as the Company incurred losses in both periods and maintains a full valuation allowance against its deferred tax assets.
F-25
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Advertising Costs
Advertising costs are expensed as incurred. These costs are recognized as operating expenses in the period in which they are incurred and are classified within general and administrative expenses in the statements of operations.
The Company does not capitalize direct-response advertising costs, as they do not meet the criteria for deferral.
The Company recognized marketing and advertising costs as follows:
Schedule of marketing and advertising costs
| Three Months Ended March 31, | ||||||
| 2026 | 2025 | |||||
| $ | $ | |||||
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Compensation cost is measured at the grant-date fair value of the award and is recognized over the requisite service period (generally the vesting period) on a straight-line basis.
The guidance applies to share-based payment awards granted to both employees and non-employees. Pursuant to ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, awards granted to non-employees are accounted for in substantially the same manner as awards granted to employees, with fair value determined on the grant date.
The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model. The model incorporates the following key assumptions:
| ● | Expected dividend yield - Based on the Company’s anticipated dividend policy over the expected life of the option (generally assumed to be zero, as the Company does not currently pay dividends). |
| ● | Expected volatility - Based on the historical volatility of the Company. |
| ● | Risk-free interest rate - Based on the yield on U.S. Treasury securities with maturities approximating the expected term of the option. |
| ● | Expected term - Estimated based on historical exercise behavior, contractual terms, and the simplified method (average of contractual term and vesting period) where appropriate. |
The Company has elected the practical expedient under ASU 2016-09 to account for forfeitures as they occur rather than estimating them in advance. This election is applied consistently to all stock-based awards.
F-26
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Stock-based compensation expense is classified in the statements of operations as a component of general and administrative expenses.
In addition, the Company applies the provisions of ASU 2016-09 related to the recognition of all excess tax benefits and tax deficiencies in income tax expense in the period in which they occur and the classification of cash paid for tax withholdings on behalf of employees as financing activities in the statement of cash flows.
Stock Warrants
In connection with certain financing transactions (debt or equity), consulting arrangements, or strategic partnerships, the Company may issue warrants to purchase shares of its common stock. Warrants that do not meet liability classification under ASC 480, “Distinguishing Liabilities from Equity”, are evaluated under ASC 815-40, “Contracts in Entity’s Own Equity”. The Company’s outstanding warrants are not puttable or mandatorily redeemable, do not require net cash settlement, and are indexed to the Company’s own common stock. Accordingly, they are classified as equity instruments in additional paid-in capital.
The fair value of warrants issued for compensation purposes is measured using the Black-Scholes option pricing model.
Accounting Treatment of Warrants
| ● | Warrants issued in conjunction with common stock issuance are initially recorded at fair value as a reduction in Additional Paid-In Capital (APIC). |
| ● | Warrants issued for services are recorded at fair value and expensed over the requisite service period or immediately upon issuance if no service period exists. |
| ● | Warrants classified as liabilities due to settlement features or pricing adjustments are remeasured at fair value each reporting period, with changes recognized in earnings. |
The Company computes net loss per share in accordance with ASC 260, “Earnings Per Share.” Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.
During all periods presented, the Company reported a net loss. Accordingly, all potentially dilutive common stock equivalents were excluded from the computation of diluted net loss per share because their inclusion would have been anti-dilutive. As a result, diluted net loss per share is equal to basic net loss per share for all periods presented.
F-27
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
The following potentially dilutive equity securities outstanding as of March 31, 2026 and 2025 were as follows:
Schedule of potentially dilutive equity securities outstanding
| March 31, 2026 | March 31, 2025 | |||||||
| Stock Options | ||||||||
| Warrants | ||||||||
| Series A, convertible preferred stock | ||||||||
| Series B, convertible preferred stock | ||||||||
| Total common stock equivalents | ||||||||
Based on the potential common stock equivalents noted above at March 31, 2026, the Company has sufficient authorized shares of common stock (100,000,000) to settle any potential exercises of common stock equivalents.
Preferred Stock Classification
The Company applies the guidance outlined in ASC 480, “Distinguishing Liabilities from Equity”, in determining the appropriate classification and measurement of preferred stock. Under FASB ASC 480-10-25-4, financial instruments that embody an obligation to repurchase equity shares or require mandatory redemption at a fixed or determinable date must be classified as a liability and measured at fair value.
Preferred shares that are conditionally redeemable - including those redeemable at the option of the holder or subject to redemption upon the occurrence of events outside the issuer’s control - are classified as temporary equity in accordance with FASB ASC 480-10-S99-3A. Conversely, preferred shares that are not mandatorily redeemable and whose redemption rights are within the issuer’s control are appropriately classified as a component of stockholders’ equity.
Related Parties
The Company defines related parties in accordance with FASB ASC 850, “Related Party Disclosures,” and SEC Regulation S-X, Rule 4-08(k). Related parties include entities and individuals that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company.
Related parties include, but are not limited to:
| ● | Principal owners of the Company. |
| ● | Members of management (including directors, executive officers, and key employees). |
| ● | Immediate family members of principal owners and members of management. |
F-28
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
| ● | Entities affiliated with principal owners or management through direct or indirect ownership. |
| ● | Entities with which the Company has significant transactions, where one party has the ability to exercise control or significant influence over the management or operating policies of the other. |
A party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company in a manner that could prevent either party from fully pursuing its own separate economic interests.
The Company discloses all material related party transactions, including:
| ● | The nature of the relationship between the parties. |
| ● | A description of the transaction(s), including terms and amounts involved. |
| ● | Any amounts due to or from related parties as of the reporting date. |
| ● | Any other elements necessary for a clear understanding of the transactions’ effects on the financial statements. |
Disclosures are made in accordance with FASB ASC 850-10-50-1 through 50-6 and SEC Regulation S-X, Rule 4-08(k), which requires registrants to disclose material related party transactions and their effects on the financial position and results of operations.
See Note 5 for related party debt.
Recent Accounting Standards
Recently Adopted Accounting Standards
FASB ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU 2023-07, which enhances reportable segment disclosure requirements by:
| ● | Requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker (CODM); |
| ● | Requiring disclosure of the title and position of the CODM; |
| ● | Extending certain annual disclosures to interim periods; and |
| ● | Clarifying that single reportable segment entities must apply ASC 280 in its entirety. |
F-29
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, with retrospective application required.
The Company adopted ASU 2023-07 for its annual reporting period ended December 31, 2024, and for interim periods beginning January 1, 2025. The adoption resulted in enhanced segment disclosures but did not have a material impact on the Company’s financial position, results of operations, or cash flows.
FASB ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by:
| ● | Standardizing and disaggregating rate reconciliation categories; and |
| ● | Requiring disclosure of income taxes paid by jurisdiction. |
ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and may be applied on a prospective or retrospective basis.
The Company adopted ASU 2023-09 effective January 1, 2025. The adoption resulted in enhanced income tax disclosures but did not have a material impact on the Company’s financial position, results of operations, or cash flows.
FASB ASU 2025-05 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU provides a practical expedient that permits entities to assume that current economic conditions as of the balance sheet date will remain unchanged over the remaining life of current (short-term) accounts receivable and current contract assets arising from transactions accounted for under ASC 606.
ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years, with early adoption permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The amendments are required to be applied prospectively.
F-30
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
The Company early adopted ASU 2025-05 effective January 1, 2025 and elected the practical expedient. The adoption did not have a material impact on the Company’s financial position, results of operations, or cash flows.
FASB ASU 2024-04 - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments
In November 2024, the FASB issued ASU 2024-04, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments also clarify that the incorporation, elimination, or modification of a volume-weighted average price (VWAP) formula does not automatically result in an extinguishment.
ASU 2024-04 is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Adoption may be applied on a prospective or retrospective basis.
The Company adopted ASU 2024-04 effective January 1, 2026. The adoption did not have a material impact on the Company’s financial position, results of operations, or cash flows.
Recently Issued Accounting Standards Not Yet Adopted
FASB ASU 2024-03 / ASU 2025-01 - Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires public business entities to disclose, in annual and interim reporting periods, disaggregated information about certain income statement expense line items in a tabular format, along with a qualitative reconciliation to the captions on the face of the financial statements. In January 2025, the FASB issued ASU 2025-01 to clarify that the effective date for non-calendar year-end entities requires initial adoption in an annual reporting period, not an interim period.
The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and may be applied on either a prospective or retrospective basis. The Company is currently assessing the potential impact of ASU 2024-03 / ASU 2025-01 on its financial statement disclosures.
F-31
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Other Accounting Standards Updates
The Company has evaluated all other recently issued accounting standards not yet effective and has determined that the adoption of such standards is not expected to have a material impact on the Company’s financial statements or disclosures. The FASB has also issued various technical corrections and industry-specific updates that are not expected to have a material impact on the Company’s financial position, results of operations, or cash flows.
Note 3 – Property and Equipment
Property and equipment consisted of the following:
Schedule of property and equipment
| March 31, 2026 | December 31, 2025 | Estimated Useful Lives (Years) | ||||||||
| Equipment | $ | $ | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||||
| Total property and equipment - net | $ | $ | ||||||||
Depreciation Expense
Schedule of depreciation expense
| Three Months Ended March 31, | ||||||
| 2026 | 2025 | |||||
| $ | $ | |||||
F-32
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Note 4 – Convertible Advance Payable
The Company’s advances payable are as follows:
Schedule of convertible advance payable
| Terms | Convertible Advance Payable | |||
| Issuance date of advances | ||||
| Maturity date | ||||
| Interest rate | ||||
| Collateral | ||||
| Conversion feature | ||||
| Balance - December 31, 2024 | $ | |||
| No activity in 2025 | - | |||
| Balance - December 31, 2025 | ||||
| No activity in 2026 | - | |||
| Balance - March 31, 2026 | $ | |||
The Company has a $
The Company has accounted for the advance
payable under FASB ASC 480-10-25-14, given the obligation to issue a variable number of shares based solely or predominately on
a fixed monetary amount, and recorded the liability at its fixed monetary amount of $
F-33
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Note 5 – Debt
Notes Payable - Related Parties
The Company has entered into several notes payable with related parties, each of whom is a member of the Board of Directors. A summary of notes payable - related parties as of March 31, 2026 and December 31, 2025 is as follows:
Schedule of notes payable to related party
| Note Payable #1 | Note Payable #2 | Note Payable #3 | Note Payable #4 | |||||
| Terms | Related Party | Related Party | Related Party | Related Party | ||||
| Issuance dates of notes | ||||||||
| Maturity date | ||||||||
| Interest rate | % | % | % | % | ||||
| Imputed interest rate | N/A | N/A | % | % | ||||
| Default interest rate | % | % | % | None | ||||
| Collateral |
| Total | ||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||
| Proceeds from issuance of note | ||||||||||||||||||||
| Repayments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Balance - December 31, 2025 | ||||||||||||||||||||
| Repayments | ( | ) | ( | ) | ||||||||||||||||
| Balance - March 31, 2026 | $ | $ | $ | $ | $ | |||||||||||||||
Note #1
In March 2025, Note #1 was extended to December 31, 2025. On February 16, 2026, Note #1 was further extended to June 30, 2026. The Company evaluated each extension under FASB ASC 470-50-40 and concluded that the extensions did not constitute a substantive modification. Accordingly, no debt extinguishment occurred and no gain or loss was recognized.
Note #1 is collateralized by the Company’s sole imaging device, which is carried in inventory.
The lender has authorized the sale of the collateral, and the loan agreement requires sale proceeds to be applied toward the outstanding loan balance.
During the three months ended March 31,
2026, the Company repaid $
F-34
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Note #2
In April 2023, the Company executed a one-year
note with a shareholder and director in the principal amount of $. The note bears interest at .0% per annum, with a default
rate of .0%, and is secured by the net proceeds from the Company’s PET imaging devices and service contracts. Original principal
was payable
The note was extended and repaid as follows:
| ● | In March 2024, the remaining balance of
$ was extended to September 2024. During 2024, $ |
| ● | In September 2024, the remaining balance of $ was extended to March 2025. |
| ● | During 2025, the remaining $ |
Because the lender is a significant stockholder and director, the Company accounted for the interest forgiveness as a capital contribution, recording $41,414 as an increase to additional paid-in capital rather than as a gain on extinguishment. This treatment is consistent with FASB ASC 470-50-40-2, which addresses extinguishment transactions between related parties, and with FASB ASC 850-10-50-5, which requires related-party transactions to be presented in accordance with their substance rather than as arm’s length transactions.
The Company evaluated the 2024 and 2025 extensions under FASB ASC 470-50-40 and concluded that the extensions did not add or eliminate a substantive conversion feature, did not result in cash flows that differed by 10% or more from those under the original instrument, and did not result in significant changes to interest rate, collateral, or repayment terms beyond the extension of maturity. Accordingly, no debt extinguishment occurred and no gain or loss was recognized.
In connection with the original issuance
of the note in 2023, the Company issued warrants to the lender with an exercise price of $ per share. The warrants
vested immediately and had an original expiration date of December 31, 2025. The fair value of the warrants of $
Note #3
In August 2024, the Company executed a four-month, non-interest-bearing note with a shareholder and director in the principal amount of $, with a default interest rate of %. The note was secured by the net proceeds from the Company’s PET imaging devices and service contracts. Because the note was issued by a related party at a below-market interest rate, the Company recorded imputed interest at %, resulting in interest expense of $ for the year ended December 31, 2024, with a corresponding credit to additional paid-in capital. The note was repaid in full in March 2025.
F-35
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Note #4
In February 2025, the Company executed a one-month, non-interest-bearing, unsecured note with a shareholder and director in the principal amount of $. The Company recorded imputed interest at %, resulting in interest expense of $ for the year ended December 31, 2025, with a corresponding credit to additional paid-in capital. The note was repaid in full during 2025.
Note 6 – Commitments and Contingencies
Operating Lease
The Company accounts for leases in accordance with FASB ASC 842: Leases, which requires lessees to apply the right-of-use (ROU) model by recognizing a right-of-use asset and a lease liability for all leases with terms exceeding 12 months.
Lease classification determines the pattern of expense recognition in the Statements of Operations:
| ● | Operating leases: Recognized on a straight-line basis as lease expense over the lease term. |
Lease Recognition and Measurement
The Company evaluates whether an arrangement contains a lease at inception and recognizes the lease in the financial statements upon lease commencement (the date the underlying asset is available for use). ROU assets represent the Company’s right to use an asset over the lease term, while lease liabilities reflect the present value of future lease payments.
At lease commencement:
| ● | ROU assets and lease liabilities are initially measured at the present value of lease payments. |
| ● | The Company primarily uses its incremental borrowing rate (IBR) to determine the present value of lease payments, except when an implicit rate is readily determinable. |
| ● | The IBR is based on market data, adjusted for credit risk and lease term. |
F-36
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Practical Expedients and Lease Components
The Company applies certain practical expedients to simplify lease accounting:
| ● | Lease and non-lease components are combined for classification and measurement, except for direct sales-type leases and production equipment embedded in supply agreements. |
| ● | Short-term leases (12 months or less, without purchase or renewal options) are not recorded on the balance sheet. |
Lease Term and Expense Recognition
| ● | Lease liabilities include options to extend or terminate when reasonably certain of exercise. |
| ● | Operating lease expense is recognized on a straight-line basis over the lease term and reported under general and administrative expenses. |
| ● | Variable lease payments based on an index/rate are initially measured using the rate at lease commencement, with differences expensed as incurred. |
Company Lease Commitments
As of March 31, 2026 and December 31, 2025,
the Company had
Right-of-Use Operating Lease
See below regarding original lease and related termination of that lease.
| ● | Lease term: months (five years) |
| ● | Monthly lease payments: |
| ○ | Months 1-12: $3,626 per month |
| ○ | Months 13-24: $3,777 per month |
| ○ | Months 25-60: $4,200 per month |
| ● | Total lease payments: $ |
| ● | Occupancy date: August 1, 2025 |
| ● |
| ● | Lease classification: The lease is evaluated under FASB ASC 842, Leases, and recorded as a right-of-use (ROU) asset and lease liability based on the present value of lease payments ($196,049) at lease commencement. |
| ● | Lease incentives/allowances – none |
F-37
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
| ● | Guarantee – The lease is guaranteed by the Company’s Chief Executive Officer. The guarantee is unconditional and continuing, and covers the full performance of the lease obligations, including payment of rent and fulfillment of all tenant responsibilities. |
The Company recognizes lease expense on a straight-line basis over the lease term.
Right-of-Use Operating Lease – Lease Termination
On June 26, 2025, the Company entered into an agreement to terminate its existing operating lease (originally executed March 17, 2022), which was originally scheduled to expire on May 31, 2027. The last payment was made July 1, 2025. Pursuant to the agreement, the termination is effective as of August 31, 2025.
As part of the termination agreement,
the Company paid a lump-sum settlement of $
Upon termination, the Company:
| ● | Derecognized the right-of-use (ROU) asset and the corresponding lease liability related to the lease; |
| ● | Recognized any difference between the asset and liability as a gain or loss on lease termination; |
| ● | Included the $20,000 termination fee in the total expense recognized upon derecognition. |
Loss on lease termination of $15,018 was calculated as follows:
Schedule of loss on lease termination
| Right-of-Use Asset | $ | |||||
| Cash paid to terminate lease | ||||||
| Lease liability | ( | ) | ||||
| Loss on lease termination | $ | |||||
| ● | Lease term: months (five years) |
| ● | Monthly lease payments: |
| ○ | Years 1-3: $1,600 per month |
| ○ | Years 4-5: $1,700 per month |
| ● | Total lease payments: $ |
F-38
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
| ● |
| ● | Lease classification: The lease is evaluated under FASB ASC 842, Leases, and recorded as a right-of-use (ROU) asset and lease liability based on the present value of lease payments at lease commencement. |
| ● | Renewal option assessment: At lease inception, based on historical operations, the Company does not expect to exercise the renewal option and has excluded it from lease liability calculations. |
The Company recognizes lease expense on a straight-line basis over the lease term.
F-39
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
The tables below present information regarding the Company’s operating lease asset and liability at March 31, 2026 and December 31, 2025, respectively:
Schedule of operating lease asset and liability
| March 31, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||
| Operating lease - right-of-use asset - non-current | $ | $ | ||||||
| Liabilities | ||||||||
| Operating lease liability | $ | $ | ||||||
| Weighted-average remaining lease term (years) | ||||||||
| Weighted-average discount rate | % | % | ||||||
The components of lease expense were as follows:
Schedule of operating lease expense
| March 31, 2026 | March 31, 2025 | |||||||
| Operating lease costs | ||||||||
| Amortization of right-of-use operating lease asset | $ | $ | ||||||
| Lease liability expense in connection with obligation repayment | $ | |||||||
| Total operating lease costs | $ | $ | ||||||
| Supplemental cash flow information related to operating leases was as follows: | ||||||||
| Operating cash outflows from operating lease (obligation payment) | $ | $ | ||||||
| Right-of-use asset obtained in exchange for new operating lease liability | $ | $ | ||||||
F-40
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Future minimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one year at December 31,:
Schedule of future minimum lease payments
| 2026 (9 months) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total undiscounted cash flows | ||||
| Less: amount representing interest | ||||
| Present value of operating lease liability | ||||
| Less: current portion of operating lease liability | ||||
| Long-term operating lease liability | $ | |||
Contingencies – Strategic Cooperation Agreement
On January 15, 2022, the Company entered into a strategic cooperation agreement with a supplier for the development, manufacture, and distribution of PET/CT imaging systems. The agreement establishes transfer pricing terms for PET/CT systems that become effective only upon receipt of U.S. Food and Drug Administration (FDA) clearance for the Company’s next-generation PET/CT 4D system, which is currently undergoing testing in preparation for submission of a 510(k) amendment.
All obligations under the agreement are expressly conditioned upon receipt of FDA clearance, a future regulatory event outside the Company’s control. Following clearance, the agreement will have an initial term of seven years, which may be extended for an additional three years subject to the Company’s achievement of specified annual purchase requirements during the initial term.
The Company evaluated this arrangement under FASB ASC 440, Commitments, and concluded that it does not constitute an unconditional purchase obligation under ASC 440-10-50-2 because all purchase obligations are contingent upon receipt of FDA clearance. Accordingly, no disclosure of minimum future purchase commitments is required under ASC 440-10-50-4.
The Company further evaluated the arrangement under FASB ASC 450, Contingencies. As of March 31, 2026 and December 31, 2025, receipt of FDA clearance is considered reasonably possible but not probable. Accordingly, no accrual has been recorded, and the financial impact of the arrangement, if any, cannot be reasonably estimated until FDA clearance is obtained. There can be no assurance that FDA clearance will be obtained within the anticipated timeframe or at all.
F-41
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Contingencies – Legal Matters
The Company may be subject to litigation claims arising in the ordinary course of business. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities for potential insurance or third-party recoveries.
As of March 31, 2026 and December 31, 2025, respectively, the Company is not aware of any litigation, pending litigation, or other transactions that require accrual or disclosure.
Note 7 – Stockholders’ Equity
The Company has two classes of capital stock: preferred stock and common stock.
Authorized Capital Structure
The Company is authorized to issue 110,000,000 shares of capital stock, consisting of shares of common stock, par value $ per share, and shares of preferred stock, par value $ per share.
On October 27, 2025, the Company filed two Certificates of Amendment with the Texas Secretary of State, each effective as of that date:
| ● | The first amendment reduced the authorized common stock from 6,000,000,000 shares to shares, reduced the authorized preferred stock from 20,000,000 shares to shares, and reduced the par value of the preferred stock from $1.00 per share to $ per share. The par value of the common stock was unchanged. |
| ● | The second amendment was a conforming amendment that restated the conversion provisions of the Series A Preferred Stock, including the anti-dilution adjustment formula, to align the Certificate of Formation with the conversion terms in effect since the original designation. The amendment did not modify the economic rights or preferences of the Series A Preferred Stock. |
The board of directors is authorized, without further stockholder approval, to designate one or more series of preferred stock from time to time and to fix the rights, preferences, limitations, and restrictions of each series prior to issuance, including dividend rights, voting rights, redemption terms, conversion and exchange rights, liquidation preferences, and ranking among different series of preferred stock.
F-42
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Preferred Stock - Series Designations
Effective March 18, 2026, the Company filed a Certificate of Amendment with the Texas Secretary of State undesignating all previously designated series of preferred stock. The following series were undesignated, and the underlying shares were returned to the authorized but unissued preferred stock pool:
| ● | Series A: shares |
| ● | Series B: shares |
| ● | Series C: shares |
| ● | Series D: shares |
| ● | Series E: shares |
| ● | Series F: shares |
| ● | Series G: shares |
| ● | Series H: shares |
| ● | Series S: shares |
In the aggregate, shares previously designated across these nine series were returned to the authorized but unissued preferred stock pool. As a result of the undesignation, no series of preferred stock are currently designated, and no shares of preferred stock were issued or outstanding at March 31, 2026. The board of directors retains the authority to designate new series of preferred stock from the authorized 10,000,000 share pool at a future date without further stockholder approval.
Series A Preferred Stock
Prior to its undesignation, the Company had designated shares of Series A 8% Cumulative Convertible Redeemable Preferred Stock at $ par value per share. The material terms of the Series A Preferred Stock were as follows:
| ● |
| ● |
F-43
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
| ● |
| ● |
| ● |
Series B Preferred Stock
Prior to its undesignation, the Company had designated shares of Series B Convertible Preferred Stock at $ par value per share. The material terms of the Series B Preferred Stock were as follows:
| ● |
| ● |
Conversion of Preferred Stock
On October 30, 2025, all shares of Series A Preferred Stock and all shares of Series B Preferred Stock then issued and outstanding were converted into common stock as follows:
| ● |
F-44
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
| ● |
Fractional shares resulting from each conversion were rounded up to the nearest whole share. Both conversions were accounted for as reclassifications within stockholders’ equity, with the carrying amount of the converted preferred stock reclassified to common stock and additional paid-in capital. No gain or loss was recognized.
Following the October 30, 2025 conversions, no shares of preferred stock of any series remained issued and outstanding at December 31, 2025 or March 31, 2026.
Common Stock
| - | shares authorized |
| - | $ par value |
| - |
Equity Transactions for the Three Months Ended March 31, 2026
Stock Issued for Services
The Company issued shares of common
stock to a consultant for services rendered, having a fair value of $
Equity Transactions for the Year Ended December 31, 2025
Stock Issued for Cash
The Company issued
shares of common stock for $
F-45
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Common Stock Repurchase Agreement
The Company repurchased
shares of common stock from a stockholder for $
The repurchased shares were cancelled and retired upon acquisition and are no longer considered issued or outstanding. In accordance with FASB ASC 505-30, “Equity – Treasury Stock”, and consistent with the Company’s corporate charter and applicable state law, the cancelled shares were returned to the status of authorized but unissued, thereby increasing the number of shares available for future issuance.
The repurchase will be accounted for as a reduction to stockholders’ equity, with the purchase price allocated entirely to Additional Paid-in Capital (“APIC”), as the Company had sufficient APIC available from prior issuances. No gain or loss will be recognized in connection with this transaction. The cash outflow related to the stock repurchase will be classified as a financing activity in the statement of cash flow.
In conjunction with the stock repurchase, the Company also issued freestanding warrants to the selling stockholder. The warrants have an exercise price of $ and expire on December 31, 2026. The warrants were classified as equity instruments and recorded at fair value, with a corresponding credit to APIC. As the warrants were issued as part of the consideration for the share repurchase, their fair value was included in the total cost of the repurchase transaction, resulting in a net effect of $0 on total stockholders’ equity.
See Note 9 for warrants.
Note 8 - Stock Option Plan
In May 2021, the Company adopted an equity incentive plan (the “Plan”). Under the Plan, the Company may grant up to stock options to eligible participants. All terms for stock options granted under the Plan will be set by the Board of Directors.
Stock Option Grants
On November 5, 2025, the Company granted stock options to certain executives and employees to purchase an aggregate of shares of the Company’s common stock at an exercise price of $ per share. The options have a contractual term of five () years and were fully vested on the grant date. The grant was approved by the Board of Directors and was made pursuant to the Plan. After giving effect to the November 5, 2025 grant, shares remained available for future issuance under the Plan at both March 31, 2026 and December 31, 2025.
F-46
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Of the total grant, options were granted to the Company’s Chairman of the Board of Directors and President and options were granted each to a member of the Board of Directors and the Company’s Vice-President.
The aggregate grant date fair value of stock options granted during the year ended December 31, 2025 was $. The weighted average grant date fair value per option was $.
Valuation Methodology and Assumptions
The fair value of stock options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
| Exercise price | $ | |||
| Expected term | years | |||
| Expected volatility | % | |||
| Expected dividends | % | |||
| Risk free interest rate | % |
Stock Option activity for the three months ended March 31, 2026 and the year ended December 31, 2025 are summarized as follows:
Schedule of stock options activity
| Weighted | Weighted | |||||||||||||||||||
| Average | Average | |||||||||||||||||||
| Weighted | Remaining | Aggregate | Grant | |||||||||||||||||
| Number of | Average | Contractual | Intrinsic | Date | ||||||||||||||||
| Stock Options | Options | Exercise Price | Term (Years) | Value | Fair Value | |||||||||||||||
| Outstanding - December 31, 2024 | ||||||||||||||||||||
| Vested and Exercisable - December 31, 2024 | ||||||||||||||||||||
| Granted | $ | $ | ||||||||||||||||||
| Exercised | ||||||||||||||||||||
| Cancelled/Forfeited | ||||||||||||||||||||
| Outstanding - December 31, 2025 | $ | $ | - | |||||||||||||||||
| Vested and Exercisable - December 31, 2025 | $ | $ | - | |||||||||||||||||
| Granted | $ | - | ||||||||||||||||||
| Exercised | ||||||||||||||||||||
| Cancelled/Forfeited | ||||||||||||||||||||
| Outstanding - March 31, 2026 | $ | $ | ||||||||||||||||||
| Vested and Exercisable - March 31, 2026 | $ | $ | ||||||||||||||||||
F-47
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
(UNAUDITED)
Compensation Expense
The Company recognized stock-based compensation expense of $ related to stock options for the year ended December 31, 2025, which was included in general and administrative expenses in those statements of operations. As the options were fully vested on the grant date, there was no unrecognized compensation cost related to stock options as of December 31, 2025.
Note 9 – Warrants
Warrant activity for the three months ended March 31, 2026 and the year ended December 31, 2025 are summarized as follows:
Schedule of warrant activity
| Weighted | |||||||||||||||||
| Average | |||||||||||||||||
| Weighted | Remaining | Aggregate | |||||||||||||||
| Number of | Average | Contractual | Intrinsic | ||||||||||||||
| Warrants | Warrants | Exercise Price | Term (Years) | Value | |||||||||||||
| Outstanding - December 31, 2024 | $ | $ | |||||||||||||||
| Exercisable - December 31, 2024 | $ | $ | |||||||||||||||
| Granted | $ | ||||||||||||||||
| Exercised | |||||||||||||||||
| Cancelled/Forfeited | |||||||||||||||||
| Outstanding - December 31, 2025 | $ | $ | |||||||||||||||
| Exercisable - December 31, 2025 | $ | $ | |||||||||||||||
| Granted | |||||||||||||||||
| Exercised | |||||||||||||||||
| Cancelled/Forfeited | |||||||||||||||||
| Outstanding - March 31, 2026 | $ | $ | |||||||||||||||
| Exercisable - March 31, 2026 | $ | $ | |||||||||||||||
In December 2024,
In December 2025,
F-48
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Information Regarding and Factors Affecting Forward Looking Statements
The Company is including the following cautionary statement in this Quarterly Report on Form 10-Q to make applicable and take advantage of the safe harbor provision of the Private Securities Litigation Reform Act of 1995 for any forward looking statements made by, or on behalf of the Company. Forward looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. Certain statements contained herein are forward looking statements and, accordingly, involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward looking statements.
The Company’s expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitations, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in the view of the Company, could cause actual results to differ materially from those discussed in the forward looking statements: the ability of the Company to attain widespread market acceptance of its systems; the ability of the Company to obtain acceptable forms and amounts of financing to fund future operations; demand for the Company’s services; and competitive factors. The Company disclaims any obligation to update any forward looking statements to reflect events or circumstances after the date hereof.
General Overview
Organization
Positron Corporation (the “Company” or “Positron”) was incorporated under the laws of the State of Texas in 1983. Unless the context requires otherwise, in this report the terms “we,” “us”, “our”, “the Company”, and “Positron” refer to Positron Corporation.
Corporate History
Positron Corporation was incorporated as a Texas corporation in 1983 with its corporate headquarters in North Tonawanda, New York.
Nature of Business. Positron is a medical technology company that co-develops, manufactures and sells PET and PET-CT imaging systems, delivering high-performance, cost-effective molecular imaging solutions that empower healthcare providers to improve the diagnosis and treatment of cardiovascular disease and other critical conditions. By combining proprietary PET and PET-CT systems with comprehensive clinical and technical support, flexible financing, and a focus on operational efficiency, Positron makes advanced diagnostic imaging more accessible and sustainable for hospitals, outpatient centers, and physician practices.
With a specialization in cardiac PET imaging and a growing presence in oncology and neurology, Positron stands at the forefront of innovation in nuclear medicine. Its systems are designed to enhance patient outcomes, maximize system uptime, and reduce total cost of ownership—offering unmatched clinical value and economic advantage in today’s healthcare environment.
In 2023, the Company entered an expanded business cooperation / OEM Supply and Distribution / SKD Manufacturer Agreement with Shenyang Intelligent Neuclear Medical Technology Co. a subsidiary of Neusoft Medical Systems’ which secured exclusive rights for the North American market to sell/distribute PET,PET-CT and next generation PET-CT scanners in the future.
4
The Company
Positron Corporation is a medical technology company committed to advancing the PET imaging modality through the development, manufacturing, and commercialization of its state-of-the-art PET and PET-CT (Positron Emission Tomography/Computed Tomography) imaging systems. With a strong focus on cardiac PET—the gold standard in nuclear cardiology—Positron provides cutting-edge solutions that enhance diagnostic accuracy, improve patient outcomes, and drive cost-effective care for healthcare providers across North America.
Positron’s imaging portfolio includes a dedicated PET only and 3D PET-CT 64-Slice systems, both designed to expand access to advanced molecular imaging. Additionally, Positron is preparing to introduce its 4D PET-CT 64-Slice scanner, further strengthening its role in the evolution of nuclear cardiology while positioning the company for entry into the oncology imaging market. These innovations, supported by Positron’s comprehensive clinical and technical services, enable nuclear cardiologists and imaging specialists to fully leverage PET technology for superior diagnostic capabilities.
Through a strategic partnership with Shenyang Intelligent Nuclear Medical Technology Co. Ltd., a subsidiary of Neusoft Medical Systems, Positron holds exclusive North American distribution rights and FDA 510(k) clearance for the NeuSight PET-CT (3D) system. Additionally, Positron and Neusoft have co-developed the Affinity PET-CT (4D), which Positron will manufacture, distribute, and service. The company plans to amend its existing 510(k) clearance to include the Affinity PET-CT, ensuring regulatory compliance and market readiness upon FDA approval.
Positron’s collaboration with Neusoft Medical Systems extends to the production of its Attrius PET system, a foundational technology for its PET-CT advancements. This joint effort has been instrumental in expanding Positron’s PET-CT offerings, setting the stage for rapid growth across multiple imaging disciplines. With an emphasis on accessibility, affordability, and technological excellence, Positron is well-positioned to meet the rising demand for PET-CT imaging in nuclear cardiology and oncology, delivering best-in-class solutions that optimize patient care and streamline practice efficiencies.
Positron’s Headquarters is in North Tonawanda, NY.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities and related disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the applicable period. Actual results may differ from these estimates under different assumptions or conditions.
We define critical accounting policies as those that are reflective of significant judgments and uncertainties, and which may potentially result in materially different results under different assumptions and conditions. In applying these critical accounting policies, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. These estimates are subject to an inherent degree of uncertainty. Our critical accounting policies include the following:
Financial Instruments with Characteristics of Both Liabilities and Equity
The Company evaluates equity or liability classification for freestanding financial instruments, including convertible preferred stock, warrants, and options, pursuant to the guidance under FASB ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company classifies as liabilities all freestanding financial instruments that are (i) mandatorily redeemable, (ii) represent an obligation to repurchase the Company’s equity shares by transferring assets, or (iii) represent an unconditional obligation (or conditional obligation if the financial instrument is not an outstanding share) to issue a variable number of shares predominantly based on a fixed monetary amount, variations in something other than the fair value of the Company’s equity shares, or variations inversely related to changes in fair value of the Company’s equity shares.
5
If a freestanding financial instrument does not represent an outstanding equity share and does not meet liability classification under ASC 480, the Company then assesses whether the freestanding financial instrument is indexed to its own stock and meets equity classification pursuant to FASB ASC 815-40, Derivatives and Hedging (“ASC 815”). The Company further assesses whether the freestanding financial instruments should be classified as temporary equity. Freestanding financial instruments that are redeemable for cash or other assets at a fixed or determinable date, at the option of the holder, or upon the occurrence of an event are classified in temporary equity in accordance with FASB ASC 480. Otherwise, the freestanding financial instruments are classified in permanent equity.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when or as control of promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company applies the following five-step model:
(i) identify the contract with a customer;
(ii) identify the performance obligations in the contract;
(iii) determine the transaction price;
(iv) allocate the transaction price to the performance obligations in the contract; and
(v) recognize revenue when, or as, performance obligations are satisfied.
Nature of Services and Performance Obligations
The Company generates revenue primarily from clinical, technical, and maintenance service contracts that provide customers with ongoing product support and from sales of equipment. These contracts are generally one-year agreements that automatically renew for successive one-year periods unless terminated by either party with at least 90 days’ notice. The Company considers only the noncancelable initial term and any renewal periods for which the customer has a material right when determining the contract term and performance obligations.
Each maintenance contract represents a single distinct performance obligation. The various service elements - including priority response, 24/7 clinical and technical support, parts and labor, preventative maintenance, software upgrades, uptime guarantees, remote diagnostic capabilities, daily quality assurance inspections, and applications training - are highly integrated and interdependent. They are not separately identifiable from one another and are accounted for as a single stand-ready performance obligation that is satisfied continuously over the contract term.
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Significant Judgments
In applying ASC 606, the Company makes the following significant judgments that affect the timing and amount of revenue recognized:
(i) the Company concluded that all services under each maintenance contract constitute a single performance obligation because they are highly interrelated and provide a combined integrated service to the customer;
(ii) for maintenance contracts, the Company uses a time-based, straight-line output method to measure progress, which it has determined faithfully depicts the Company’s performance as the customer simultaneously receives and consumes the benefits of the services; and
(iii) for equipment sales, the Company applies judgment in assessing when control transfers to the customer.
No changes to these judgments have occurred during the periods presented.
Transaction Price and Allocation
The transaction price is the fixed fee stated in each contract. The Company does not offer refunds, rebates, discounts, or variable pricing incentives. Maintenance contract fees are typically billed monthly in advance with payment due within 30 days. As permitted by the practical expedient in ASC 606-10-32-18, the Company does not adjust the transaction price for the effects of a significant financing component when the period between transfer of control of the good or service and customer payment is one year or less. Because each contract contains a single performance obligation, the entire transaction price is allocated to that obligation.
Revenue Recognition – Timing
The Company recognizes revenue either over time or at a point in time depending on the nature of the performance obligation.
Maintenance contract revenue is recognized over time as the customer simultaneously receives and consumes the benefits of the services as they are provided. Revenue is recognized ratably on a straight-line basis over the contract term. Amounts received in advance of services being provided are recorded as deferred revenue and recognized as revenue as the related performance obligations are satisfied.
Equipment sale revenue is recognized at a point in time when control of the equipment transfers to the customer, which occurs upon physical delivery and acceptance of the equipment and where collection is probable. In three months ended March 31, 2026 and 2025, no equipment sale revenue had been recognized, as the conditions for transfer of control had not yet been met.
Principal vs. Agent Considerations
The Company has determined that it acts as a principal in all revenue transactions. The Company controls the services prior to transfer to the customer, is responsible for fulfilling all contractual obligations including uptime guarantees, bears the risk of performance, and has discretion in establishing contract pricing. Accordingly, revenue is recognized on a gross basis.
Contract Balances and Remaining Performance Obligations
The Company’s contract liabilities consist of deferred revenue related to maintenance contracts billed in advance and customer deposits on pending equipment sales. These amounts are presented as deferred revenue on the accompanying balance sheets. There were no contract assets as of March 31, 2026 or December 31, 2025.
The Company has elected the practical expedient under ASC 606-10-50-14 not to disclose the aggregate amount of the transaction price allocated to remaining performance obligations for contracts with an original expected duration of one year or less.
All revenue recognized in both periods was derived from maintenance service contracts. No equipment sale revenue has been recognized in either period, as transfer of control of the equipment to the customer had not yet occurred as of each respective balance sheet date.
Deferred Revenue (Contract Liabilities)
Deferred revenue represents consideration received from customers prior to the satisfaction of the related performance obligation.
Maintenance contract amounts represent consideration received from customers prior to the applicable service period and are recognized as revenue ratably as performance obligations are satisfied over the service term.
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Related Parties
The Company defines related parties in accordance with ASC 850, “Related Party Disclosures,” and SEC Regulation S-X, Rule 4-08(k). Related parties include entities and individuals that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company.
Related parties include, but are not limited to:
| ● | Principal owners of the Company. | |
| ● | Members of management (including directors, executive officers, and key employees). | |
| ● | Immediate family members of principal owners and members of management. | |
| ● | Entities affiliated with principal owners or management through direct or indirect ownership. | |
| ● | Entities with which the Company has significant transactions, where one party has the ability to exercise control or significant influence over the management or operating policies of the other. |
A party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company in a manner that could prevent either party from fully pursuing its own separate economic interests.
The Company discloses all material related party transactions, including:
| ● | The nature of the relationship between the parties. | |
| ● | A description of the transaction(s), including terms and amounts involved. | |
| ● | Any amounts due to or from related parties as of the reporting date. | |
| ● | Any other elements necessary for a clear understanding of the transactions’ effects on the financial statements. |
Disclosures are made in accordance with ASC 850-10-50-1 through 50-6 and SEC Regulation S-X, Rule 4-08(k), which requires registrants to disclose material related party transactions and their effects on the financial position and results of operations.
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Results of Operations
Results of operations for the three months ending March 31, 2026 and 2025.
Revenues - Revenues for the three months ended March 31, 2026, were $111,000 as compared to $119,333 for the three months ended March 31, 2025. The slight decrease of $8,333 in revenue was based on a customer opting for time and materials service agreements vs fixed annual services agreement.
Costs of Sales - Costs of sales for the three months ended March 31, 2026, were $637,819, including payments of $220,183 in 2026, for additional equipment to ready a unit for sale, resulting in a corresponding inventory write-down of $220,183, as compared to $377,033 for the three months ended March 31, 2025, due to additional personnel and expenses related to product launch.
General and Administrative Expenses – The Company’s operating expenses were $838,138 for the three months ended March 31, 2026, compared to $1,219,799 for the three months ended March 31, 2025 was due to expanded sales and marketing, hardware/software upgrades to existing systems, business development, consultants and corporate operations, including the payment of an NRE fee of $490,000 during the three months ended March 31, 2025. During the three months ended March 31, 2026, the Company recorded $94,500 in stock based compensation for digital marketing services.
Other Expenses – During the three months ended March 31, 2026 and 2025, the Company recorded other expenses - net of $12,812 and $34,883, respectively. Other expenses include interest expense and other income includes interest income.
Interest expense was $23,349 and $34,926 for the three months ended March 31, 2026 and 2025, respectively.
During the three months ended March 31, 2026, and 2025, the Company recorded interest income of $10,537 and $43.
Net Loss - For the three months ended March 31, 2026, the Company had a net loss of $1,377,769, or ($0.04) per share, compared to a net loss of $1,512,382, or ($0.05) per share, for the three months ended March 31, 2025.
Liquidity and Capital Resources
Since inception, the Company has sustained substantial losses. Revenues have also fluctuated significantly from year to year. The Company had an accumulated deficit of $146,314,848 at March 31, 2026. The Company will need to continue to increase sales and/or rental of systems and services to achieve profitability in the future.
The Company’s ability to achieve its objectives is dependent on its ability to sustain and enhance its revenue stream and/or to raise capital until such time as the Company achieves profitability. To date, management has been successful in raising capital as needed for the continued operations of the Company. There is no guarantee that management will be able to continue to raise capital if needed in the future, and if able to raise these funds, obtaining this capital may not be on favorable terms.
The Company has cash on hand of $1,406,756 at March 31, 2026. The Company does not expect to generate sufficient revenues and positive cash flow from operations sufficiently to meet its current obligations, including a working capital deficiency of $334,061. However, the Company may seek to raise debt or equity-based capital at favorable terms, though such terms are not certain.
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These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on the basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
Management’s strategic plans include the following:
| ● | Execute business operations more fully during the current year. | |
| ● | Expand its reach within nuclear cardiology with the launch of our PET-CT system which provides greater features and functions now available to nuclear cardiologists and their diagnostic capabilities. | |
| ● | Enter the vast oncology market with its new PET-CT system with a faster, smaller, more economical solution for practices, hospitals, and patients. | |
| ● | Explore and execute prospective strategic and partnership opportunities; and | |
| ● | Pursue to “Up-List” to a more prominent publicly reporting exchange with OTC Markets. |
At March 31, 2026, the Company had current assets of $2,151,018 and total assets of $2,792,078 compared to March 31, 2025, when current assets were $3,339,186 and total assets were $3,999,649. The decrease in total assets is attributable primarily to a reduction in cash to meet working capital needs, depreciation of property and equipment and usage of prepaid assets expensed in the current period ended March 31, 2026.
Total liabilities at March 31, 2026, were $2,631,525 compared to $2,555,827 at December 31, 2025. Total liabilities were largely comprised of accounts payable and accrued expenses with 3rd parties and related parties, deferred revenues, notes and other debt as well as its operating lease.
Net cash used in operating activities during the three months ended March 31, 2026, was $788,710 compared to $1,437,760 used in operating activities during the three months ended March 31, 2025.
Net cash used in investing activities during the three months ended March 31, 2026, was $0 compared to $0 used in investing activities during the three months ended March 31, 2025.
Net cash provided by (used in) financing activities was ($325,000) and $5,250,000 for the three months ended March 31, 2026, and 2025, respectively. During the three months ended March 31, 2026, cash from financing activities was comprised of $325,000 to repay debt owed to a related party. For the comparative prior period in 2025, the Company sold stock for cash totaling $8,000,000, repurchased and retired common stock with a third party stockholder for $2,500,000, received cash proceeds of $100,000 from the issuance of debt with a related party and repaid related party debt of $350,000
Off-Balance Sheet Arrangements
We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, the Company is not required to provide the information required by this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2026. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three months ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting (as defined in Rules 12a-15(f) and 15d-15(f) under Exchange Act) that occurred during the quarter ended March 31, 2026, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.
Item 1A. Risk Factors
As a “smaller reporting company”, the Company is not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(a)
(b) Corporate Governance
During the period covered by this Quarterly Report on Form 10-Q, there were no changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors.
(c) Insider Trading Arrangements and Policies
During the period covered by this Quarterly
Report on Form 10-Q, no director or officer of the Company
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Item 6. Exhibits
| Exhibit | ||
| Number | Description | |
| 31.1* | Certification of Principal Executive Officer, pursuant to Rule 13a-14a and 15-d-14a of the Securities Exchange Act of 1934 | |
| 32.1* | Certification of Principal Executive Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101** | Interactive Data File | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
__________
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| POSITRON CORPORATION | |||
| Dated: May 15, 2026 | /s/ Adel Abdullah | ||
| Adel Abdullah | |||
| President | |||
| (Principal Executive and Financial Officer) |
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EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Adel Abdullah, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Positron Corporation.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; | |
| 5. | The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
| Date: May 15, 2026 | /s/ Adel Abdullah | ||
| Adel Abdullah | |||
| President and Chairman | |||
| (Principal Executive and Financial Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Adel Abdullah, President and Chairman of Positron Corporation, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| (1) | the quarterly report on Form 10-Q of Positron Corporation. for the period ended March 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Positron Corporation. |
| Dated: May 15, 2026 | /s/ Adel Abdullah | ||
| Adel Abdullah | |||
| President and Chairman | |||
| (Principal Executive and Financial Officer) |