POSITRON CORP 8-K

What Happened Positron Corporation (POSC) announced in an 8-K filed December 30, 2025 that on December 23, 2025 it entered into a Subscription Agreement with a single investor to sell 1,333,333 shares of its common stock for an aggregate purchase price of $2,000,000. The shares were offered and sold without registration under the Securities Act and applicable state laws, relying on the Regulation S exemption. The transaction was completed without the use of a placement agent or finder.

Key Details

• Transaction date: Subscription Agreement dated December 23, 2025 (8-K filed Dec 30, 2025).
• Shares issued: 1,333,333 shares of common stock.
• Proceeds: $2,000,000 aggregate purchase price (implied price ≈ $1.50 per share).
• Registration/exemption: Not registered under the Securities Act; issued in reliance on Regulation S.
• Placement agent: No placement agent or finder was used.
• Filed exhibits: Subscription Agreement (Exhibit 10.1) and related press release (Exhibit 99.1).

Why It Matters This is a capital raise that provides Positron with $2.0 million in cash proceeds, which can be used for operations, development, or balance-sheet support. Because the sale was private and issued under Regulation S, it was likely targeted to non-U.S. investors and bypassed public registration. The issuance of 1,333,333 new shares will dilute existing shareholders to some degree—the exact impact depends on the company’s total shares outstanding. Investors should watch for any future disclosures that detail use of proceeds or additional financings.