POSC 8-K
Positron Corp (POSC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into Material Definitive Agreement.
On August 13, 2026, Positron Corporation (the "Company") entered into a Line of Credit Agreement (the "Agreement") with George Ortiz ("Mr. Ortiz"), an existing, affiliated investor of the Company.
Pursuant to the Agreement, Mr. Ortiz has agreed to provide the Company with a line of credit in the maximum aggregate principal amount of $2,000,000. The Company may draw funds at its discretion, subject to a maximum draw of $500,000 in any single calendar quarter and a minimum draw of $50,000. Amounts repaid by the Company may be reborrowed during the term of the Agreement, subject to the quarterly limitation and maximum aggregate principal amount.
The outstanding principal balance bears interest at a fixed rate of 12% per annum, payable quarterly in arrears on the last business day of each calendar quarter. During the first twelve months following the effective date, only interest payments are due (the "Interest-Only Period"). During the second twelve months, principal is payable in addition to interest. All advances made under the line of credit are due and payable on August 13, 2028, being twenty-four months from the effective date of the Agreement, unless extended upon mutual written agreement of the parties.
The Company may prepay all or any portion of the outstanding principal balance at any time without premium or penalty. Events of default under the Agreement include, among others: (i) failure to pay interest when due (subject to a ten business day cure period after written notice); (ii) failure to pay principal when due; (iii) any material misrepresentation; (iv) failure to observe any other covenant (subject to a thirty-day cure period after written notice); (v) insolvency or bankruptcy; and (vi) the occurrence of a material adverse event. Upon an event of default, Mr. Ortiz may declare the entire outstanding principal balance, together with all accrued and unpaid interest, immediately due and payable. Default interest accrues at 18% per annum or the maximum rate permitted by applicable law, whichever is less.
As additional consideration for the line of credit, the Company issued to Mr. Ortiz warrants to purchase 300,000 shares of common stock at an exercise price of $1.50 per share. The warrants expire on December 31, 2030. In the event of a default by the Company in the payment of interest or principal when due, the exercise price of the warrants will be automatically repriced to $1.00 per share.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Line of Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
| ||
| Exhibit No. | Description | |
| 4.1 | Common Stock Purchase Warrant | |
| 10.1 | Line of Credit Agreement between the Company and George Ortiz, dated August 13, 2026 | |
| 10.2 | Promissory Note dated August 13, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| POSITRON CORPORATION | ||
| Date: August 18, 2026 | By: | /s/ Adel Abdullah |
| Name: Adel Abdullah | ||
| Title: President | ||
Exhibit 4.1
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.
| Expiration Date: December 31, 2030 | Warrants: 300,000 |
POSITRON CORPORATION
COMMON STOCK PURCHASE WARRANT
This Common Stock Purchase Warrant (the “Warrant”) is issued to George Ortiz (the “Holder”) by Positron Corporation, a Texas corporation (the “Company”).
1. Purchase of Shares. Subject to the terms and conditions hereinafter set forth, the holder of this Warrant is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to Three Hundred Thousand (300,000) fully paid and nonassessable shares of the Company’s Common Stock (each a “Share” and collectively the “Shares”) at an exercise price of $1.50 per Share (such price, as adjusted from time to time, is herein referred to as the “Exercise Price”).
2. Exercise Period. This Warrant shall be exercisable, in whole or in part, during the term commencing on the issuance date of this Warrant and ending at 5 p.m. EST time on December 31, 2030 (the “Exercise Period”).
3. Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the holder may exercise from time to time, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be affected by:
(i) the surrender of the Warrant, together with a notice of exercise to the Secretary of the Company at its principal offices; and
(ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased.
4. Certificates for Shares; Amendments of Warrants. Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of Shares so purchased shall be issued as soon as practicable thereafter, and in any event within thirty (30) days of the delivery of the subscription notice. Upon partial exercise, the Company shall promptly issue an amended Warrant representing the remaining number of Shares purchasable thereunder. All other terms and conditions of such amended Warrant shall be identical to those contained herein.
5. Issuance of Shares. The Company covenants that (i) the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof, (ii) during the Exercise Period the Company will reserve from its authorized and unissued Common Stock sufficient Shares in order to perform its obligations under this warrant.
6. Adjustment of Exercise Price and Number of Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:
(a) Subdivisions, Combinations and Other Issuances. If the Company shall at any time before the expiration of this Warrant subdivide the Shares, by split-up or otherwise, or combine its Shares, or issue additional shares of its Shares as a dividend, the number of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the purchase price payable per share, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 6(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.
(b) Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock (including because of a change of control) of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 6(a) above), then the Company shall make appropriate provision so that the holder of this Warrant shall have the right at any time before the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number of Shares as were purchasable by the holder of this Warrant immediately before such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the holder of this Warrant so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.
(c) Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant, or in the Exercise Price, the Company shall promptly notify the holder of such event and of the number of Shares or other securities or property thereafter purchasable upon exercise of this Warrant.
7. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefore on the basis of the Exercise Price then in effect.
8. Representations of the Company. The Company represents that all corporate actions on the part of the Company, its officers, directors, and stockholders necessary for the sale and issuance of this Warrant have been taken.
9. Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows:
(a) This Warrant and the Shares issuable upon exercise thereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale.
(b) The Holder understands that the Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereof, and that they must be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such
investment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registration.
(c) The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith.
(d) The Holder is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant.
(e) The Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.
10. Restrictive Legend.
The Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form:
(i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.
(ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENT.
11. Warrants Transferable. Subject to compliance with the terms and conditions of this Section 11, this Warrant and all rights hereunder are transferable, without charge to the holder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsed or accompanied by written instructions of transfer. With respect to any offer, sale or other disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant before registration of such Warrant or Shares, the holder hereof agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such holder’s counsel, or other evidence, if requested by the Company, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant or the Shares and indicating whether or not under the Act certificates for this Warrant or the Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law. Upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so requested, the Company, as promptly as practicable, shall notify such holder that such holder may sell or otherwise dispose of this Warrant or such Shares, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 11 that the opinion of counsel for the holder or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the holder promptly with details thereof after such determination has been made. Each certificate
representing this Warrant, or the Shares transferred in accordance with this Section 11 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the holder, such legend is not required. In order to ensure compliance with such laws, the Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.
12. Rights of Stockholders. No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.
13. Notices. All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid or (d) one business day after the business day of facsimile transmission, if delivered by facsimile transmission with copy by first class mail, postage prepaid.
14. Governing Law. This Warrant and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of Texas, without regard to the conflicts of law provisions of Texas or of any other state.
15. Rights and Obligations Survive Exercise of Warrant. Unless otherwise provided herein, the rights and obligations of the Company, of the holder of this Warrant and of the holder of the Shares issued upon exercise of this Warrant, shall survive the exercise of this Warrant.
Date: August 13, 2026
POSITRON CORPORATION
| By: | /s/ Adel Abdullah
By: Adel Abdullah Its: President |
EXHIBIT A
NOTICE OF EXERCISE
| TO: | Positron Corporation 3784 Commerce Ct, Suite 100 North Tonawanda, NY 14120 |
Attention: President & Secretary
1. The undersigned hereby elects to purchase shares of Common Stock of Positron Corporation (the “Shares”) pursuant to the terms of the attached Warrant.
2. The undersigned elects to exercise the attached Warrant by means of a cash payment, and tenders herewith payment in full for the purchase price of the shares being purchased, together with all applicable transfer taxes, if any.
3. Please issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name as is specified below:
| (Name) | |
| (Address) |
4. The undersigned hereby represents and warrants that the aforesaid Shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares and all representations and warranties of the undersigned set forth in Section 9 of the attached Warrant (including Section 9(e) thereof) are true and correct as of the date hereof.
| (Signature) | ||||
| (Name) | ||||
| (Date) | (Title) | |||
EXHIBIT B
FORM OF TRANSFER
(To be signed only upon transfer of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________ the right represented by the attached Warrant to purchase _________ shares of Common Stock of Positron Corporation to which the attached Warrant relates, and appoints __________________ Attorney to transfer such right on the books of Positron Corporation, with full power of substitution in the premises.
Dated: ________________
| (Signature must conform in all respects to name of Holder as specified on the face of the Warrant) | |||
| Address: | |||
| Signed in the presence of: | |
Exhibit 10.1
LINE OF CREDIT AGREEMENT
THIS LINE OF CREDIT AGREEMENT (this “Agreement”) is entered into as of August 13, 2026 (the “Effective Date”), by and among Positron Corporation, a Texas corporation (the “Borrower” or the “Company”) and George Ortiz and/or [his/her] successors and assigns (the “Lender”).
Borrower and Lender are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Borrower is a Texas corporation engaged in the development and commercialization of advanced medical imaging systems, including a PET-CT platform.
WHEREAS, Borrower desires to obtain a line of credit from the Lender in the principal amount of Two Million Dollars ($2,000,000) for working capital, commercialization of the new PET-CT platform, customer installations, inventory, and strategic growth initiatives.
WHEREAS, Lender is willing to extend such line of credit to Borrower subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below:
“Business Day” shall mean any day of the week other than Saturday, Sunday or other day that is recognized as a holiday in the United States of America.
“Default” shall mean an Event of Default as set forth in Article VI of this Agreement.
“Governmental Authority” shall mean the government of the United States, any state, province or political subdivision thereof, any other foreign country, any multi-national organization or body and any entity exercising executive, judicial, legislative, police, taxing, regulatory or administrative authority or power of any nature.
“Line of Credit” shall mean the financing provided by Lender to Borrower under the terms of this Agreement in the maximum principal amount of Two Million Dollars ($2,000,000).
| 3784 COMMERCE COURT | NORTH TONAWANDA, NY 14120 | PHONE: 317.576.0183 | WWW.POSITRON.COM |
“Line of Credit Documents” shall refer to this Agreement, the Note, and any other documents, instruments, or agreements executed and delivered in connection herewith.
“Material Adverse Event” shall mean any event, occurrence, or condition that has had, or could reasonably be expected to have, a material adverse effect on (a) the business, operations, properties, or financial condition of the Borrower, (b) the ability of the Borrower to perform its obligations under any Line of Credit Document, or (c) the validity or enforceability of any Line of Credit Document.
“Maturity Date” shall mean August 13, 2028, being twenty-four (24) months from the Effective Date, unless extended in accordance with Section 2.5 hereof.
“Note” shall mean the Promissory Note executed by Borrower in favor of Lender evidencing the Line of Credit, substantially in the form attached hereto as Exhibit A.
“Person” shall mean any individual, corporation, partnership, limited liability company, trust, unincorporated organization, joint venture, Governmental Authority, or any other entity of whatever nature.
ARTICLE II
AMOUNT AND TERMS
2.1 Line of Credit. On the Effective Date, the Lender shall provide the Borrower a line of credit in the maximum aggregate principal amount of Two Million Dollars ($2,000,000) (the “Line of Credit”). Borrower may draw funds at its discretion; provided, however, that aggregate advances shall not exceed Five Hundred Thousand Dollars ($500,000) during any single calendar quarter. Interest shall accrue only on amounts actually advanced to Borrower. Amounts repaid by Borrower may be reborrowed during the term of this Agreement, subject to the foregoing quarterly limitation and the maximum aggregate principal amount.
2.2 Interest. The outstanding principal balance of the Line of Credit shall bear interest at a fixed rate of twelve percent (12%) per annum. Interest shall be payable quarterly in arrears on the last Business Day of each calendar quarter. During the first twelve (12) months following the Effective Date, only interest payments shall be due and payable (the “Interest-Only Period”). During the second twelve (12) months following the Effective Date, principal shall be payable in addition to interest, or may be prepaid at any time without penalty in accordance with Section 2.4.
2.3 Borrowing Notice. Borrower shall provide Lender with written notice of each requested advance at least fourteen (14) days prior to the requested funding date (a “Borrowing Notice”). Each Borrowing Notice shall specify the amount of the requested advance and the requested funding date. Each advance shall be in a minimum amount of One Hundred Thousand Dollars ($100,000) or such lesser amount as may remain available under the Line of Credit.
2.4 Prepayment. Borrower may prepay all or any portion of the outstanding principal balance of the Line of Credit at any time and from time to time without premium or penalty. Any prepayment shall be applied first to accrued and unpaid interest, and then to outstanding principal.
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2.5 Extension of Maturity Date. The Maturity Date may be extended upon mutual written agreement of the Parties, executed not less than thirty (30) days prior to the then-existing Maturity Date.
ARTICLE III
EQUITY PARTICIPATION
3.1 Warrants. In consideration of Lender’s commitment to provide the Line of Credit, Borrower shall issue to Lender warrants (the “Warrants”) to purchase Three Hundred Thousand (300,000) shares of the Company’s common stock at an exercise price of One Dollar Fifty Cents ($1.50) per share. The Warrants shall expire on December 31, 2030.
3.2 Issuance. The Warrants shall be issued upon execution of this Agreement and shall remain outstanding regardless of whether any advances are made under the Line of Credit, subject to Section 3.3 below.
3.3 Repricing Upon Default. In the event of a Default (as defined in Article VI) by Borrower in the payment of interest or principal when due hereunder, the exercise price of the Warrants shall be automatically repriced to One Dollar ($1.00) per share, effective as of the date of such Default. Such repricing shall not constitute a waiver of any other remedy available to Lender.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 The Borrower does hereby represent and warrant to Lender, as of the date hereof (except as to any representation or warranty which specifically relates to another date), as follows (provided that any fact or item disclosed with respect to one representation or warranty shall be deemed to be disclosed with respect to each other representations or warranty, but only to the extent that the applicability of such fact or item with respect to such other representation or warranty can reasonably be inferred from the disclosure with respect to such fact or item contained in the disclosure schedules of Borrower):
(a) Authority to Execute and Perform Agreements. The Borrower has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and the other Line of Credit Documents and to perform fully its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Line of Credit Documents by the Borrower and the consummation of the transactions contemplated hereby and thereby have been or will be duly and validly authorized by all necessary individual and corporate action, and no other proceedings on the part of Borrower are necessary to authorize this Agreement and the other Line of Credit Documents or to consummate the transactions so contemplated. This Agreement and the other Line of Credit Documents have all been or will be duly executed and delivered and are the valid and binding obligations of Borrower enforceable against Borrower in accordance with their terms,
| 3784 COMMERCE COURT | NORTH TONAWANDA, NY 14120 | PHONE: 317.576.0183 | WWW.POSITRON.COM |
except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights.
(b) No Breach. The Borrower’s execution, delivery and performance of this Agreement and the other Line of Credit Documents and the consummation of the transactions contemplated hereby and thereby will not violate, conflict with or otherwise result in the breach or violation of any of the terms and conditions of, result in a modification of the effect of or constitute (or with notice or lapse of time or both would constitute) a default under (a) the Borrower’s Certificate of Formation; (b) any Contract to which the Borrower is a party or by or to which it or any of their assets are bound or subject; or (c) any governmental law or judicial order against, or binding upon or applicable to Borrower or their assets.
(c) No Broker. No broker, finder, agent or similar intermediary has acted for or on behalf of Borrower in connection with this Agreement or the transactions contemplated hereby, and no broker, finder, agent or similar intermediary is entitled to any broker’s, finder’s or similar fee or other commission in connection therewith based on any agreement, arrangement or understanding with Borrower or any action taken by Borrower.
(d) No Legal Proceedings. As of the date hereof, there is no action, suit or proceeding other than a pending, or to the knowledge of the Borrower threatened, against or involving the Borrower in any court, or before any arbitrator of any kind, or before or by any governmental body, which in the reasonable judgment of the Borrower (taking into account the exhaustion of all appeals) would have a material adverse effect on the financial condition of Borrower, and there is no action, suit or proceeding pending, or to the knowledge of the Borrower threatened, against or involving the Borrower in any court, or before any arbitrator of any kind, or before or by any governmental body, which in the reasonable judgment of the Borrower (taking into account the exhaustion of all appeals) would have a material adverse effect on the financial condition of the Borrower, or which purports to affect the legality, validity, binding effect or enforceability of this Agreement or the Note.
ARTICLE V
COVENANTS
For so long as any principal amount and accrued interest in respect of the Line of Credit remains outstanding, the Borrower covenants and agrees with the Lender as follows:
5.1 Information. Borrower shall furnish to Lender with reasonable promptness such data and information, financial and otherwise, concerning Borrower as from time to time may reasonably be requested by Lender for purposes of administering compliance with the Line of Credit Documents.
5.2 Notice. Borrower shall promptly notify Lender in writing of any of the following:
(a) The existence or occurrence of any event, which with the passage of time, the giving of notice, or both, would constitute a Default under this Agreement or a default under any of the Line of Credit Documents; and,
| 3784 COMMERCE COURT | NORTH TONAWANDA, NY 14120 | PHONE: 317.576.0183 | WWW.POSITRON.COM |
(b) Any events or changes in the financial condition of Borrower occurring since the date of the last financial statement of Borrower filed with the Securities and Exchange Commission prior to the date of this Agreement, which individually or cumulatively when viewed in light of prior financial statements, may result in a Material Adverse Event in the financial condition of Borrower.
5.3 Compliance with Laws. Borrower shall comply with all local, state and federal laws, except where non-compliance could not reasonably be expected to constitute a Material Adverse Event.
5.4 Use of Proceeds. Borrower shall use the proceeds of the Line of Credit solely for working capital, commercialization of the new PET-CT platform, customer installations, inventory, and strategic growth initiatives.
5.5 Additional Negative Covenants. Borrower shall not, without the prior written consent of Lender, (i) liquidate, dissolve or wind-up the business and affairs of any of Borrower; (ii) effect any merger or consolidation transaction; (iii) sell, lease, transfer, license or otherwise dispose, in a single transaction or series of related transactions, by Borrower of all or substantially all the assets of Borrower; or (iv) consent to any of the foregoing.
ARTICLE VI
DEFAULT; REMEDIES
6.1 Events of Default. Each of the following shall constitute an Event of Default hereunder:
(a) Borrower shall fail to pay any interest when due and such failure shall continue for a period of ten (10) Business Days after written notice thereof from Lender;
(b) Borrower shall fail to pay any principal when due;
(c) Any representation or warranty made by Borrower herein or in any Line of Credit Document shall prove to be false or misleading in any material respect when made;
(d) Borrower shall fail to observe or perform any other covenant or agreement contained herein or in any Line of Credit Document, and such failure shall continue unremedied for thirty (30) days after written notice thereof from Lender;
(e) Borrower shall (i) become insolvent, (ii) make a general assignment for the benefit of creditors, (iii) file a voluntary petition in bankruptcy, (iv) have an involuntary petition in bankruptcy filed against it that is not dismissed within sixty (60) days, or (v) have a receiver, trustee, or custodian appointed for a substantial portion of its assets; or
(f) A Material Adverse Event shall have occurred.
6.2 Acceleration. Upon the occurrence of an Event of Default, Lender may, at its option, declare the entire outstanding principal balance of the Line of Credit, together with all accrued and unpaid interest, immediately due and payable, without demand, presentment, protest, or notice of any kind, all of which are hereby expressly waived by Borrower.
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6.3 Remedies Cumulative. The remedies of Lender hereunder are cumulative and not exclusive of any other remedies provided by law or equity.
6.4 Default Interest. Upon the occurrence and during the continuance of an Event of Default, the outstanding principal balance shall bear interest at the rate of eighteen percent (18%) per annum or the maximum rate permitted by applicable law, whichever is less.
6.5 Costs and Expenses. In the event of a Default, Borrower shall pay all reasonable costs and expenses incurred by Lender in enforcing its rights hereunder, including reasonable attorneys’ fees and court costs.
6.6 Warrant Repricing. Upon the occurrence of an Event of Default in the payment of interest or principal, the exercise price of the Warrants issued pursuant to Article III shall be automatically repriced to One Dollar ($1.00) per share in accordance with Section 3.3.
ARTICLE VII
MISCELLANEOUS
7.1 Notices. All notices, requests, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed duly given (a) when personally delivered, (b) upon receipt when sent by certified or registered mail, return receipt requested, postage prepaid, (c) one (1) Business Day after deposit with a nationally recognized overnight courier service, or (d) upon transmission when sent by electronic mail with confirmation of receipt, in each case addressed to the Parties at their respective addresses set forth above or at such other address as either Party may designate by notice to the other.
7.2 Amendments and Waivers. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any Default shall be deemed a waiver of any subsequent Default.
7.3 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of Borrower, Lender and their respective successors and assigns.
7.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Borrower may not assign its rights or obligations hereunder without the prior written consent of Lender. Lender may assign its rights hereunder without the consent of Borrower.
7.5 Severability. If any term or provision of this Agreement shall, to any extent, be determined by a court of competent jurisdiction to be void, voidable or unenforceable, such void, voidable or unenforceable term or provision shall not affect any other term or provision of this Agreement.
7.6 Entire Agreement. This Agreement, together with the other Line of Credit Documents, constitutes the entire agreement of the Parties with respect to the subject matter hereof and
| 3784 COMMERCE COURT | NORTH TONAWANDA, NY 14120 | PHONE: 317.576.0183 | WWW.POSITRON.COM |
supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
7.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
7.8 Headings. The headings of the Articles and Sections of this Agreement are for convenience of reference only and shall not affect the interpretation or construction hereof.
7.9 Further Assurances. Each Party agrees to execute and deliver such further instruments and documents and to take such further actions as may be reasonably required to carry out the purposes and intent of this Agreement.
7.10 Governing Law. This Agreement is governed by and shall be construed under the laws of the State of Texas, without giving effect to its conflict-of-laws principles.
7.11 Jurisdiction. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Texas for any action, suit, or proceeding arising out of or relating to this Agreement.
7.12 Expenses. Each Party shall bear its own costs and expenses incurred in connection with the negotiation, execution, and delivery of this Agreement and the other Line of Credit Documents, except as otherwise provided in Section 6.5.
7.13 Indemnification. Borrower shall indemnify and hold harmless Lender from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach by Borrower of this Agreement or any Line of Credit Document.
7.14 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns and nothing herein shall be construed as conferring any right on any other Person.
7.15 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute only one instrument.
7.16 Attorney Fees. Borrower and Lender agree that should either of them default in any of the covenants or agreements contained in this Agreement or any of the Line of Credit Documents, the defaulting party shall pay all costs and expenses, including reasonable attorney fees and costs, incurred by the non-defaulting party to protect its rights hereunder, regardless of whether an action is commenced or prosecuted to judgment.
7.17 Survival. All representations, warranties, covenants, and indemnities contained in this Agreement shall survive the execution and delivery of this Agreement and the making of any advance hereunder.
| 3784 COMMERCE COURT | NORTH TONAWANDA, NY 14120 | PHONE: 317.576.0183 | WWW.POSITRON.COM |
7.18 Jury Waiver. EACH BORROWER AND LENDER HEREBY JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS INSTRUMENT AND TO ANY OF THE LINE OF CREDIT DOCUMENTS, THE OBLIGATIONS HEREUNDER OR THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. EACH BORROWER AND LENDER EACH REPRESENT TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.
7.19 Final Expression. THIS AGREEMENT AND THE LINE OF CREDIT DOCUMENTS ARE THE FINAL EXPRESSION OF THE AGREEMENT AND UNDERSTANDING OF LENDER WITH RESPECT TO THE LINE OF CREDIT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED ORAL AGREEMENT.
7.20 Digital Signatures. This Agreement and all Line of Credit Documents may be executed by digital signatures and delivered electronically in PDF format, each of which shall be given the same legal weight as though they were ribbon original signatures.
| 3784 COMMERCE COURT | NORTH TONAWANDA, NY 14120 | PHONE: 317.576.0183 | WWW.POSITRON.COM |
IN WITNESS WHEREOF, the Parties have executed this Line of Credit Agreement as of the date first written above.
BORROWER:
POSITRON CORPORATION
| By: | /s/ Adel Abdullah
By: Adel Abdullah Its: President |
LENDER:
GEORGE ORTIZ
/s/ GEORGE ORTIZ
GEORGE ORTIZ
| 3784 COMMERCE COURT | NORTH TONAWANDA, NY 14120 | PHONE: 317.576.0183 | WWW.POSITRON.COM |
EXHIBIT A
FORM OF PROMISSORY NOTE
[See attached]
| 3784 COMMERCE COURT | NORTH TONAWANDA, NY 14120 | PHONE: 317.576.0183 | WWW.POSITRON.COM |
Exhibit 10.2
EXHIBIT A
Promissory Note
PROMISSORY NOTE
| August 13, 2026 | |
| $2,000,000 | North Tonawanda, New York |
FOR VALUE RECEIVED, on the Line of Credit Maturity Date, Positron Corporation, a Texas corporation, having a principal office at 3784 Commerce Ct, Suite 100, North Tonawanda, New York 14120 (the “Borrower”), hereby promises to pay to the order of George Ortiz or any subsequent holder of this Note (collectively, the “Lender”), under the terms herein, the principal amount of Two Million ($2,000,000) Dollars (the “Principal Amount”), plus interest accrued thereon as herein provided with respect to the Principal Amount. Fixed annual interest shall accrue only on the unpaid Principal Amount from the date of original issuance until paid in accordance herewith, as applicable, at a rate equal to twelve percent (12%) per annum. The unpaid Principal Amount, together with any then-unpaid accrued interest thereon, shall be due and payable or converted, as the case may be, on August 13, 2028 (the “Maturity Date”) or (ii) when such amounts are made due and payable upon or after the occurrence of an Event of Default in accordance with Section 1 hereof. All payments due on this Note shall be made in cash via certified check or other immediately available funds. The Holder shall only be entitled to receive a cash payment for a payment due on this Note (i) upon the demand of the Required Holders on or after the Maturity Date or (ii) upon the occurrence and continuance of Event of Default.
This Promissory Note is a Line of Credit Note issued pursuant to, and is entitled to the benefits of, the Line of Credit Agreement, as it may be amended from time to time, of even date. Reference is hereby made thereto for a statement of the terms and conditions under which this Line of Credit Note may be paid, prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Line of Credit Agreement. This Line of Credit Note is subject to obligations as set forth in the Line of Credit Agreement which is included herein by reference.
The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Line of Credit Loan and addition of Additional Interest and the date and amount of each principal payment and each payment of each Line of Credit Loan and each Additional Interest hereunder.
The Holder, by its acceptance hereof, agrees to be bound by the provisions of the Line of Credit Agreement. Subject to Section 8 hereof, any transfer of this Note will be effected only by surrender of this Note to the Borrower and reissuance of a new note to the transferee for any unpaid balance.
Interest shall be calculated on the basis of actual number of days elapsed over a year of 365 days. Notwithstanding any other provision of this Note, the Holder will not charge and the Borrower shall not be required to pay any interest or other fees or charges in excess of the maximum rates or amounts permitted by applicable law and in the event any payments are made in excess of such maximum, such payments shall be credited to reduce the Principal Amount. All payments received
by the Holder hereunder will be applied first to reasonable costs of collection, if any, then to interest and the balance to the Principal Amount.
(1) Events of Default. An “Event of Default” will occur if any of the following occurs:
(a) the Borrower fails to make any payment of the Principal Amount or interest when due hereunder within ten (10) business days following written demand therefore;
(b) the Borrower materially breaches any representation or warranty contained in, or fails to comply in any material respect with, any of the terms or covenants of the Line of Credit Agreement or this Note, and such breach or failure is not cured within thirty (30) days after the Required Holders have given the Borrower written notice of such breach;
(c) involuntary proceedings shall have been commenced against the Borrower (i) under federal bankruptcy law or under any applicable federal or state bankruptcy, insolvency, or similar law, which seek the general adjustment of the Borrower’s debts, (ii) seeking the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any material part of the Borrower’s property, or (iii) seeking an order winding up or liquidating the assets of the Borrower are initiated and continue for a period of sixty (60) days;
(d) (i) a voluntary proceeding shall have been commenced under federal bankruptcy law, or any other applicable federal or state bankruptcy, insolvency, or other similar law, (ii) the consent by the Borrower to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Borrower or for any material part of the Borrower’s property, (iii) the Borrower making any assignment for the benefit of creditors, or (iv) the taking of any formal action by the Borrower in furtherance of any of the foregoing; or
(e) there occurs a liquidation, dissolution or winding up of the Borrower.
(2) Remedies on Default, Etc. Upon the occurrence and continuance of an Event of Default, at the option and upon the declaration of the Required Holders the entire unpaid Principal Amount and accrued and unpaid interest on this Note and all other Notes shall, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable (provided that if an Event of Default specified in Sections 1(c) or 1(d) above occurs, this Note shall become immediately due and payable without any declaration or other act on the part of the Holder) and the Holder may, among other things, proceed to protect and enforce its rights hereunder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in the Exchange Agreement, or for an injunction against a violation of any of the terms hereof or thereof or in the exercise of any power granted hereby or thereby or by law. No right conferred upon the Holder hereby or by the Exchange Agreement shall be exclusive of any other right referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.
(3) Prepayment. This Note may be prepaid, in whole or in part, by the Borrower, without the prior written consent of the Holders.
(4) Waivers, Amendments by Holder. This Note and any provision hereof may be amended, waived or terminated only with the consent of all Parties.
(5) Notice. All notices required to be given to any of the parties hereunder shall be in writing and shall be deemed to have been sufficiently given for all purposes when presented personally to such party or sent by certified or registered mail, return receipt requested, to such party at its address set forth below:
| The Holder: |
George Ortiz Monaco MC 98000 | |
| The Borrower: |
Positron Corporation North Tonawanda, NY 14120 | |
| With a copy to: | Peter Campitiello, Esq. Lucosky Brookman, LLP 101 Wood Avenue South, 5th Floor Woodbridge, NJ 08830 |
(6) Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null and void and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain operative and in full force and effect and in no way shall be affected, prejudiced, or disturbed thereby.
(7) Defenses. The obligations of the Borrower under this Note shall not be subject to reduction, limitation, impairment, termination, defense, set-off, counterclaim or recoupment for any reason.
(8) Attorneys’ and Collection Fees. Should the indebtedness evidenced by this Note or any part hereof be collected at law or in equity or in bankruptcy, receivership or other court proceedings, or this Note be placed in the hands of attorneys for collection, the Borrower agrees to pay, in addition to the Principal Amount and accrued interest due and payable hereon, all costs of collection, including, without limitation, reasonable attorneys’ fees and expenses, incurred by the Holder in collecting such indebtedness or enforcing this Note.
(9) Waiver of Presentment. The Borrower hereby waives presentment, demand for payment, notice of dishonor, notice of protest and all other notices or demands in connection with the delivery, acceptance, performance or default of this Note. No delay or omission on the part of the Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right of Lender, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion.
(10) Governing Law. This Note shall be governed by and construed and enforced in accordance with the laws of the State of Texas, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Texas.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE
PAGE FOLLOWS.]
IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be signed by its duly authorized officer.
| POSITRON CORPORATION | ||
| By: | /s/ Adel Abdullah | |
| Name: Adel Abdullah | ||
| Title: President | ||