UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

~~x ANNUAL REPORT PURSUANT TO SECTION 13 or 15~~(d)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934.~~One)

FOR THE YEAR ENDED December 31, 2014

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________

Commission file number 000-24092

~~Commission~~POSITRON ~~file~~CORPORATION ~~number~~(Exact ~~000-29449~~name of registrant as specified in its charter)

POSITRON CORPORATION

Texas

76-0083622

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

(Exact Name of Registrant as specified in its charter)

3784 Commerce Ct, Suite 100 North Tonawanda, NY		14120
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (727) 287-2800

Texas	76-0083622
(State or Other Jurisdiction of Incorporation or	(IRS Employer Identification No.)
Organization)

Securities registered pursuant to Section 12(b) of the Act:

530 Oakmont Lane, Westmont, Illinois	60559
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
(Address of Principal Executive Offices)	(Zip Code)
Common Stock, par value $0.0001	POSC	OTC Markets

~~Registrant’s~~Securities registered ~~Telephone~~pursuant ~~Number:~~ to Section 12(~~317~~g) ~~576-0183~~of the Act: None

~~Securities~~Indicate by ~~registered~~check ~~under~~mark ~~Section~~if ~~12(b) of~~the registrant is a well-known seasoned issuer, as defined in Rule 405 the ~~Exchange~~Securities Act:. ~~None~~Yes ☐ No ☒

~~Securities~~Indicate by ~~registered~~check ~~under~~mark if the registrant is not required to file reports pursuant to Section 1213 or Section 15(gd) of the ~~Exchange~~ Act: ~~Common~~Yes ~~Stock,~~☐ No ~~$0.0001 par value.~~☒

Indicate by a check mark ifwhether the registrant is: a(1) ~~well-known~~has ~~seasoned~~filed ~~issuer,~~all asreports ~~defined~~required into ~~Rule~~be ~~405~~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 last 90 days. Yes ¨☒ No x☐

Indicate by a check mark ifwhether the registrant is ~~not~~has submitted electronically every Interactive Data File required to ~~file~~be ~~reports~~submitted pursuant to ~~Section~~Rule 13405 orof ~~Section~~Regulation 15S-T (d)§ 232.405 of this chapter) during the ~~Act~~preceding 12 months (or for such shorter period that the registrant was required to submit such files). ¨Yes ☒ No ☐

Indicate by check mark whether the ~~issuer (1)~~registrant ~~filed~~is ~~all~~a ~~reports~~large ~~required~~accelerated tofiler, bean ~~filed~~accelerated byfiler, ~~Section~~a 13non-accelerated orfiler, ~~15(d)~~smaller ~~of the Securities Exchange Act of 1934 during the preceding 12~~reporting ~~months~~company, (or ~~for~~an ~~such~~emerging ~~shorter~~growth ~~period~~company. ~~that~~See the ~~registrant~~definitions ~~was~~of ~~required~~“large toaccelerated ~~file~~filer,” ~~such~~“accelerated ~~reports)~~filer,” “smaller ~~and~~reporting ~~(2)~~company,” ~~has~~and ~~been~~“emerging ~~subject~~growth tocompany” ~~such~~in ~~filing requirements~~Rule ~~for~~12b-2 of the ~~past~~Exchange ~~90 days~~Act. ~~Yes x No ¨~~

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~☐ ~~whether~~Accelerated ~~the~~filer ~~registrant has~~☐ ~~submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S~~Non-Taccelerated ~~(§232.405~~filer of☒ ~~this~~Smaller ~~chapter)~~reporting ~~during~~company ~~the~~☒ ~~preceding~~Emerging 12growth ~~months~~company ~~(or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨~~☐

~~Indicate~~If an emerging growth company, indicate by check mark if ~~disclosure~~the ofregistrant ~~delinquent~~has ~~filers~~elected ~~pursuant to Item 405 of Regulation S-K is~~ not ~~contained herein, and will not be contained,~~ to use the ~~best~~extended oftransition ~~registrant’s~~period ~~knowledge,~~for incomplying ~~definitive~~with ~~proxy~~any new or ~~information~~revised ~~statements~~financial ~~incorporated~~accounting bystandards ~~reference~~provided inpursuant ~~Part~~to ~~III~~Section 13(a) of ~~this~~the ~~Form~~Exchange ~~10-K or any amendment to this Form 10-K~~Act. ¨☐

Indicate by check mark whether the registrant is has filed a ~~larger~~report ~~accelerated~~on ~~filer,~~and anattestation ~~accelerated~~to ~~filer,~~its amanagement’s ~~non-accelerated~~assessment orof athe ~~smaller~~effectiveness of its internal control over financial reporting ~~company~~under ~~filer.~~Section ~~See~~404(b) of the ~~definition of~~Sarbanes-Oxley ~~“large~~Act ~~accelerated~~(15 ~~filer,~~U.S.C. ~~accelerated~~7262(b)) ~~filer~~by ~~and~~the ~~smaller~~registered public ~~reporting~~accounting ~~company"~~firm inthat ~~Rule~~prepared ~~12b-2~~or ofissued ~~the~~its ~~Exchange~~audit ~~Act~~report. ~~(Check one)~~☐ Yes ☒ No

~~Large~~If securities ~~accelerated~~are ~~filer~~registered ¨pursuant ~~Accelerated~~to ~~filer~~Section ¨12(b) ~~Non-accelerated~~of ~~filer~~the ¨Act, ~~Smaller~~indicate ~~reporting~~by ~~company~~check xmark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Yes ☒ No

Indicate by check mark whether ~~the~~any ~~registrant~~of isthose acorrections ~~shell company~~are ~~(as~~restatements ~~defined~~that inrequired ~~Rule~~a ~~12b~~recovery analysis of incentive-2based compensation received by any of the ~~Exchange~~registrant’s ~~Act~~executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Yes ~~¨ No~~☒ xNo

~~The aggregate market value of voting~~Indicate ~~common stock held~~ by ~~non-affiliates~~check ofmark whether the registrant ~~(assuming,~~is ~~for~~a ~~purposes~~shell ofcompany ~~this~~(as ~~calculation,~~defined ~~without~~in ~~conceding,~~Rule ~~that~~12b-2 ~~all executive officers and directors are “affiliates”) was $34,296,570 as~~ of ~~June 30, 2014, based on~~ the ~~closing~~Exchange ~~sale~~Act). ~~price of~~☐ ~~such~~Yes ~~common~~☒ ~~stock as reported on the OTC Bulletin Board.~~No

~~There~~The aggregate ~~were~~market ~~5,709,834,011~~value ~~shares~~ of the registrant’s common stock, ~~par~~held ~~value~~by ~~$0.0001~~non-affiliates ~~per~~of ~~share,~~the ~~outstanding~~registrant as of ~~March~~June 2730, ~~2015~~2025 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $21,904,585, based upon the closing sale price of such stock on the OTC Market. The registrant has no non-voting common equity.

~~POSITRON~~As of ~~CORPORATION~~March 31, 2026 the registrant had 32,849,451 shares of common stock, par value $0.0001 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Positron Corporation

Form 10-K

For the Fiscal Year Ended December 31, 2025

TABLE OF CONTENTS

				Page
Part I
PART I	BUSINESS			1
Item 1.	Business		1
	ITEM 1A.	Risk Factors		9
Item 1A.	Risk Factors		9
	ITEM 2B.	Unresolved Staff Comments		11
Item 1B.	Unresolved Staff Comments
	ITEM 2.	Properties		11
Item 1C.	Cybersecurity
	ITEM 3.	Legal Proceedings		11
Item 2.	Properties		15
	ITEM 4.	Mine Safety Disclosure		12
Item 3.	Legal Proceedings		15
PART II
Item 4.	Mine Safety Disclosures		15
	ITEM 5.	Market for the Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities		12
Part II
	ITEM 6.	Selected Financial Data		17
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		16
	ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 6.	[Reserved]		17
	ITEM 7A.	Quantitative and Qualitative Disclosure About Market Risk		23
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
	ITEM 8.	Financial Statements and Supplementary Data		23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		28
	ITEM 9.	Changes in Disagreements with Accountants on Accounting and Financial Disclosures		24
Item 8.	Financial Statements and Supplementary Data		28
	ITEM 9A.	Control and Procedures		24
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		28
	ITEM 9B.	Other Information		25
Item 9A.	Controls and Procedures		29
PART III
Item 9B.	Other Information		31
	ITEM 10.	Directors, Executive Officers, and Corporate Governances		25
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		31
	ITEM 11.	Executive Compensation		27
Part III
	ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		30
Item 10.	Directors, Executive Officers and Corporate Governance		32
	ITEM 13.	Certain Relationships and Related Transactions and Director Independence		31
Item 11.	Executive Compensation		34
	ITEM 14.	Principal Accountant Fees and Services		32
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		36
PART IV
Item 13.	Certain Relationships and Related Transactions, and Director Independence		38
	ITEM 15.	Exhibits and Financial Statement Schedules		33
Item 14.	Principal Accountant Fees and Services		39
		SIGNATURES		36
Part IV
Item 15.	Exhibits and Financial Statement Schedules		40
Item 16.	Form 10-K Summary		41

Cautionary Statement Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains express and implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risks and uncertainties. Other than statements of historical fact, all statements contained in this Annual Report on Form 10-K including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “plan,” “intend,” “could,” “would,” “expect,” or words or expressions of similar substance or the negative thereof, that convey uncertainty of future events or outcomes are intended to identify forward-looking statements.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk 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. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

PART I

~~Forward-Looking~~Item ~~Statements~~1. Business

This report contains various forward-looking statements regarding our business, financial condition, results of operations and future plans and projects. Forward-looking statements discuss matters that are not historical facts and can be identified by the use of words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “can,” “could,” “may,” “will,” “would” or similar expressions. In this report, for example, we make forward-looking statements regarding, among other things, our expectations about the rate of revenue growth in specific business segments and the reasons for that growth and our profitability, our expectations regarding an increase in sales, strategic traction and sales and marketing spending, uncertainties relating to our ability to compete, uncertainties relating to our ability to increase our market share, changes in coverage and reimbursement policies of third-party payers and the effect on our ability to sell our products and services, the existence and likelihood of strategic acquisitions and our ability to timely develop new products or services that will be accepted by the market.Organization

~~Although~~Positron ~~these~~Corporation ~~forward-looking statements reflect~~ (the ~~good faith judgment of our management, such statements can only be based upon facts and factors currently~~“Company” ~~known~~or to us. Forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. As a result, our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth below under the caption “~~Risk Factors.~~Positron”) ~~For~~was ~~these~~incorporated ~~statements,~~under ~~we claim~~ the ~~protection~~laws of the ~~safe~~State ~~harbor~~of ~~for~~Texas ~~forward-looking statements contained~~ in ~~the Private Securities Litigation Reform Act of 1995~~1983. ~~You~~ ~~should~~Unless ~~not unduly rely on these forward-looking statements, which speak only as of~~ the ~~date~~context onrequires ~~which they were made. They give~~otherwise, ~~our~~in ~~expectations~~this ~~regarding~~report the ~~future~~terms ~~but~~“we,” ~~are not guarantees. We undertake no obligation to update publicly or revise any forward-looking statements~~“us”, ~~whether as a result of new information~~“our”, ~~future~~“the ~~events or otherwise~~Company”, ~~unless~~and ~~required~~“Positron” refer byto ~~law~~Positron Corporation.

~~ITEM~~Corporate ~~1. Business~~History

~~Organization~~Positron Corporation was incorporated as a Texas corporation in 1983 with its corporate headquarters in North Tonawanda, New York.

Nature of Business. Positron is ~~Corporation~~a ~~(the~~medical ~~"Company"~~technology company that co-develops, manufactures and sells PET and PET-CT imaging systems, delivering high-performance, orcost-effective ~~“Positron”)~~molecular ~~was~~imaging ~~incorporated~~solutions ~~under~~that ~~the~~empower ~~laws~~healthcare ofproviders to improve the ~~State~~diagnosis and treatment of ~~Texas~~cardiovascular disease inand ~~1983~~other critical conditions. ~~Unless~~By ~~the~~combining ~~context~~proprietary ~~requires~~PET ~~otherwise, in~~and ~~this~~PET-CT ~~report~~systems ~~the~~with ~~terms~~comprehensive ~~“we,”~~clinical ~~“us”,~~and ~~“our”~~technical support, ~~“the~~flexible ~~Company”~~financing, and a focus on operational efficiency, Positron ~~refer~~makes toadvanced diagnostic imaging more accessible ~~Positron~~and ~~Corporation~~sustainable for hospitals, outpatient centers, and physician practices.

~~Nature~~With a specialization in cardiac PET imaging and a growing presence in oncology and neurology, Positron stands at the forefront of ~~Business~~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.

~~Positron~~In ~~Corporation~~2023, isthe aCompany ~~nuclear~~entered an expanded business ~~medicine~~cooperation ~~healthcare~~/ ~~company~~OEM ~~specializing~~Supply inand ~~the~~Distribution ~~field~~/ SKD Manufacturer Agreement with Shenyang Intelligent Neuclear Medical Technology Co. a subsidiary of ~~cardiac~~Neusoft ~~Positron~~Medical ~~Emission~~Systems’ ~~Tomography~~which ~~(PET)~~secured ~~imaging~~exclusive -rights for the ~~gold~~North ~~standard~~American market to sell/distribute ~~diagnostic~~PET,PET-CT ~~test~~and next generation PET-CT scanners in ~~nuclear~~the ~~cardiology~~future.

~~Positron’s~~The products and services enable healthcare providers to more accurately diagnose disease and improve patient outcomes, while practicing cost effective medicine. Positron is the only company that intends to provide an economical, end-to-end solution for PET myocardial perfusion imaging through complementary product integration of PET imaging systems, radiopharmaceuticals and radioisotopes.Company

~~Our~~Positron ~~mission~~Corporation is toa ~~facilitate~~medical technology company focused on advancing positron emission tomography (“PET”) imaging through the ~~stabilization~~development, ~~security~~manufacture, and ~~growth~~ commercialization of ~~the~~PET ~~cardiac~~and PET-computed ~~industry~~tomography by(“PET-CT”) ~~providing~~imaging ~~cardiologists~~systems. ~~with:~~The anCompany ~~economical,~~maintains ~~high-quality, PET~~a primary focus on cardiac PET imaging, ~~system;~~which ais ~~reliable~~widely ~~supply~~utilized ofin ~~radiopharmaceuticals~~nuclear cardiology for ~~imaging~~the ~~procedures,~~diagnosis and amanagement ~~comprehensive~~of ~~clinical,~~cardiovascular ~~technical,~~disease. The Company’s solutions are designed to support diagnostic accuracy, improve patient outcomes, and ~~service~~enable ~~program~~cost-effective care for healthcare providers.

~~Corporate History~~1

~~Positron~~The ~~Corporation~~Company’s ~~was~~imaging ~~incorporated~~portfolio includes asits adedicated ~~Texas~~PET ~~corporation~~system inand ~~1983~~its ~~with~~next-generation PET-CT platform. The Company is preparing for the introduction of its ~~corporate~~Affinity™ PET-CT ~~offices~~4D in64-slice ~~Westmont~~system, ~~Illinois~~which is intended to enhance clinical performance, workflow efficiency, and ~~other~~system ~~facilities~~capabilities. inThe Affinity ~~Lubbock~~PET-CT system is designed to support multiple clinical applications, ~~Texas~~including ~~and~~cardiology, ~~Niagara~~oncology, ~~New~~ ~~York~~and neurology.

OnThrough ~~June~~its ~~30,~~strategic ~~2005,~~relationship ~~the~~with ~~Company~~Shenyang ~~entered~~Intelligent ~~into~~Nuclear ~~a Joint Venture Contract with Neusoft~~ Medical ~~Systems~~Technology Co., ~~Inc~~Ltd. ~~of Shenyang~~, ina ~~the~~subsidiary ~~People's Republic~~ of ~~China ("~~Neusoft~~"). Pursuant~~ toMedical ~~the Joint Venture Contract~~Systems, the ~~parties~~Company ~~formed~~collaborates aon ~~jointly-owned~~product ~~company~~development, engineering, ~~Neusoft~~and ~~Positron Medical Systems Co~~manufacturing., ~~Ltd. (the~~The ~~“JV~~ Company~~”),~~ intends to ~~engage~~manufacture, indistribute, ~~the~~and ~~manufacturing~~service ofits PET and PET/-CT ~~medical~~systems ~~imaging~~in ~~equipment~~its target markets. The JV Company ~~received its~~also ~~business~~plans ~~license~~to ~~and~~pursue ~~was~~regulatory ~~organized~~clearance infor ~~September~~its ~~2005.~~Affinity ~~Positron~~PET-CT ~~currently~~system ~~holds~~through aamendment 1%of ~~interest~~its inexisting U.S. ~~the~~Food JVand ~~Company~~Drug Administration (“FDA”) 510(k) clearance.

1The Company’s collaboration with Neusoft also supports the continued development and production of its PET imaging systems and related technologies. The Company believes that its combined approach to product development, manufacturing, and service enables it to address evolving clinical and operational requirements within nuclear imaging.

OnThe ~~January 17, 2012, the~~ Company ~~acquired all of the membership interests and retained all employees of Manhattan Isotope Technology, LLC (“MIT”) based in Lubbock, Texas. In exchange, MIT~~’s ~~previous~~strategy ~~owners~~emphasizes ~~shall receive cash advances~~accessibility, ~~shares of Positron Common Stock, the assumption~~ ofoperational ~~certain indebtedness and earnout consideration of up to $3~~efficiency,~~500,000~~ ~~based on 20 percent of the net income from sales relating to radioisotope~~ and ~~radiopharmaceutical operations of MIT through December 31, 2018. MIT is the only commercial resource in the United States with practical knowledge and experience in all stages of strontium~~cost-82effective ~~(Sr-82)~~system ~~production and spent generator lifecycle management~~deployment. ~~Positron~~The ~~will~~Company ~~focus~~believes onit ~~increasing~~is ~~Sr-82~~positioned ~~supply~~to ~~through~~address ~~the~~growing ~~processing~~demand ~~of proton irradiated target material from domestic~~for ~~and foreign suppliers and recycling Sr~~PET-82based ~~from~~imaging ~~spent~~solutions ~~generators.~~across ~~MIT~~nuclear ~~has~~cardiology become the first supplier to provide Active Pharmaceutical Ingredient (API) grade Sr-82 in the U.S. besides the United States Department of Energy. In an effort to expand Positron’s radioisotope product offerings, MIT possesses the unique and ~~specialized~~other ~~expertise~~clinical ~~in the production of additional radioisotopes that are currently only supplied by the U~~applications.~~S. Government.~~

~~On June 27, 2011, the Company formed~~ Positron’s ~~Isotope~~Headquarters ~~Corporation,~~is ain ~~wholly-owned~~North ~~subsidiary~~Tonawanda, ~~for the development of a cyclotron for the manufacture of isotopes~~ ~~to be used for commercial use and resale~~NY.

OnRecent June 26, 2014, the Company formed C70 Isotopes, Inc., a Texas corporation and wholly-owned subsidiary (“C70”). On July 11, 2014 the Company entered into a non-binding Memorandum of Agreement (“MOA”) with a large university located in Texas to develop and operate a 70 megavolt cyclotron facility dedicated to the manufacture of isotopes including research and development and other cyclotron related services. The location of the facility would be on property associated with the university.Developments

~~The~~On November 5, 2025, the Company granted options to purchase an aggregate of 5,150,000 shares of its common stock to certain members of management under the Company’s 2021 Equity Incentive Plan. The options were granted with an exercise price of $1.48 per share, which represents the quoted closing price on the grant date. The options fully vested on November 5, 2025, and will expire on November 5, 2030.

~~Positron,~~Our aProducts ~~pioneer in cardiac PET, is well branded in the field of nuclear cardiology. Positron has gained significant traction in the industry based on its imaging technology~~ and ~~strong~~Key commitment towards advancing cardiac care. Originally a research & development company, Positron has expanded from a medical imaging device manufacturing to a company which is integrating the key components of the cardiac PET supply chain to offer an end-to-end solution for the nuclear cardiology market. Led by an experienced management team, Positron is moving towards becoming a true business enterprise with strong recurring revenue generating business model scalable to the global marketplace.Components

The Company ~~believes~~offers ~~that~~a ~~our unique~~range of products, ~~market position~~ and ~~vertical~~services for ~~integration strategy will stabilize and secure~~ the ~~supply~~nuclear ~~chain,~~imaging ~~significantly~~community ~~reducing costs~~that ~~and~~are ~~industry~~discussed ~~uncertainties and leading to further adoption and growth of the cardiac PET modality~~below.

~~Positron,~~PET ~~through an acquisition of MIT, is the only commercial resource in the U.S. with practical knowledge~~ and ~~experience in all stages of Strontium-82 (Sr-82) production and spent generator lifecycle management. Positron seeks to secure both the short and long-term supply of radioisotopes used in cardiac~~ PET ~~imaging. Currently, the Company is producing Active Pharmaceutical Ingredient (API) grade Sr~~-82CT atMolecular ~~its~~Imaging ~~Lubbock,~~Systems Texas, facility from Sr-82 received from foreign irradiated source suppliers. The Company intends to further supplement strontium resources by pursuing additional supply agreements with all available domestic and foreign irradiated source suppliers and through recycling expired generators. Positron seeks to secure a long-term North America supply of medical radioisotopes for cardiac PET imaging by building and operating the world’s largest commercial high energy/high current cyclotron (70MeV) within the U.S. This 70 MeV cyclotron will be at the heart of providing a reliableClinical, ~~dependable,~~Training and ~~indigenous~~Technical ~~supply~~Support of radioisotopes, stabilizing and building confidence in the PET market and nuclear medicine community overall. Securing a reliable supply of radioisotopes should also increase the demand for Positron’s complementary products: pharmaceuticals, imaging equipment and services.Services

Positron’s ~~business~~Corporation ~~strategy~~provides molecular imaging issolutions to ~~gain~~nuclear acardiologists ~~dominant~~and ~~market~~other ~~share~~healthcare providers through ~~the~~its ~~vertical~~PET ~~integration~~and ofPET-CT ~~such~~imaging ~~key~~systems. ~~components~~The ~~as:~~ Company’s imaging technologies, ~~clinical~~are ~~services, radiopharmaceutical~~supported ~~and~~by ~~radioisotope~~clinical ~~processing, production, supply~~ and ~~distribution.~~technical ~~Positron~~services, ~~intends~~including totraining, ~~maximize~~remote ~~market share by offering cost-effective~~diagnostics, ~~value~~and ~~added~~maintenance programs ~~solutions~~designed to ~~end-users~~support ~~that~~system ~~meet~~performance ~~the current~~ and ~~future~~operational ~~market demands of nuclear cardiology~~efficiency.

~~Our~~To ~~Products~~facilitate adoption, the Company offers flexible commercial arrangements, including rental and ~~Key~~service ~~Components~~agreements, which are generally structured as multi-year contracts to align with the operational and financial requirements of hospitals, imaging centers, and physician practices.

~~The Company offers a range of products and services for nuclear imaging community that are discussed below.~~2

The Company’s PET ~~Imaging~~imaging ~~Systems:~~systems ~~Support~~are primarily utilized for the non-invasive diagnosis and ~~Service~~evaluation of coronary artery disease, supporting clinical decision-making and patient management. The Company’s solutions are designed to improve diagnostic accuracy, support workflow efficiency, and enhance patient care.

~~Attrius®~~The Company is ~~the~~expanding ~~only~~its ~~FDA~~product ~~approved~~offerings to ~~dedicated~~include PET ~~scanner~~-CT ~~optimized for cardiac~~ imaging. ~~Attrius~~systems, ~~was~~including ~~named~~ the ~~“Most~~development ~~Innovative Device~~ of ~~2010”~~its byAffinity™ ~~the~~PET-CT ~~renowned~~4D ~~business research and consulting firm Frost & Sullivan. The Attrius provides a robust~~system, ~~cardiac~~which ~~specific~~is ~~imaging~~intended ~~software~~to ~~package designed~~support toadditional ~~ensure effortless interpretation for today’s most challenging~~ clinical ~~cases for nuclear cardiologists. Heart disease specific software includes the ability to monitor therapy~~applications, ~~coronary~~including ~~artery~~oncology ~~overlay display,~~ and ~~open architecture for new protocol development and customization and motion correction software~~neurology. ~~The~~These ~~Attrius~~systems isare ~~targeted for cardiac clinics and is~~ designed to ~~meet the~~provide performance, ~~budget~~ capabilities and ~~space~~operational ~~needs~~efficiencies ofsuited ~~the~~to ~~most~~a ~~demanding~~range ~~cardiologists~~of clinical environments.

2As of the date of this filing, the Company has received deposits for PET-CT systems; however, substantially all historical revenues have been derived from PET system services.

~~Positron~~Market ~~has~~Opportunity ~~further advanced its product portfolio with the addition of Coronary Flow Reserve~~ (~~CFR~~USA) software. The University of Texas Health Science Center at Houston has received FDA approval for the CFR quantification software, to be used with Positron’s Attrius PET scanner. Positron is licensed to distribute and support this software, a clear differentiator in patient diagnosis.

~~Positron~~Industry offers a comprehensive world-class clinical, technical, and service customer care plan, through its PosiStar® customer care services. PosiStar includes: 24/7 clinical and service support; uptime guarantees; remote access diagnostic/maintenance; physician interpretation training; billing training; nurse training; post-install physician over-reads; ICANL approval assistance; 6 months evaluation/assessment; industry luminary collaboration, etc. PosiStar is a fee-based service, typically for one to five years.Overview

~~Radiopharmaceuticals:~~Cardiovascular ~~Manufacturing~~disease (“CVD”) remains the leading cause of mortality in the United States and represents a significant and growing public health and economic burden. According to the American Heart Association, ~~Processing~~approximately 48% of U.S. adults are affected by one or more forms of CVD. The total &economic ~~Distribution~~impact of CVD continues to expand, with combined direct and indirect costs projected to exceed $1 trillion annually by 2035, driven by an aging population, increasing prevalence of obesity and diabetes, and improved disease detection. Data from the National Institutes of Health further underscores the long-term growth in healthcare expenditures associated with cardiovascular disease.

~~Positron~~Diagnostic ~~intends~~imaging is central to ~~couple~~the ~~an Sr-82/Rb-82~~early ~~generator~~detection, diagnosis, orand ~~other~~management ~~radiopharmaceuticals~~of ~~used~~cardiovascular indisease. ~~cardiac~~Advanced ~~PET,~~imaging ~~with~~technologies ~~Attrius~~enable ~~sales~~clinicians ~~and~~to ~~utilize~~identify ~~Positron’s~~disease ~~current~~at earlier ~~nuclear~~stages, ~~cardiology~~guide ~~network.~~therapeutic ~~Initial~~decisions, ~~efforts~~and ~~will~~reduce bethe ~~focused~~need onfor ~~North~~invasive ~~America~~and costly procedures. ~~This~~Nuclear ~~product~~imaging is a ~~key~~specialized ~~element of Positron’s~~diagnostic ~~strategy~~modality tothat ~~vertically~~utilizes ~~integrate~~low-dose ~~the~~radiopharmaceuticals ~~production~~to ~~and~~evaluate ~~delivery~~both ofanatomical astructure ~~complete~~and ~~cardiac~~physiological ~~imaging~~function, ~~solution:~~including myocardial ~~isotope (Sr-82)~~perfusion, ~~generator (Rb-82)~~blood flow, and ~~imaging~~metabolic ~~system (Attrius)~~activity.

~~PosiRx®~~In iscardiology, anuclear ~~radiopharmaceutical system~~imaging ~~that~~is ~~automates~~widely used in the ~~elution,~~evaluation ~~preparation~~of ~~and~~coronary ~~dispensing~~artery ~~processes~~disease ~~for~~(“CAD”) ~~radiopharmaceutical~~and ~~agents~~serves ~~used~~as ina ~~molecular~~non-invasive ~~imaging.~~“gatekeeper” to invasive Itprocedures ~~was~~such ~~created~~as tocoronary ~~simplify~~angiography. ~~and~~The ~~control~~two ~~the~~principal ~~procedures~~nuclear ~~associated~~imaging ~~with~~modalities ~~compounding~~are ~~radiopharmaceuticals.~~Single ~~PosiRx~~Photon ~~integrates~~Emission ~~features~~Computed Tomography ~~that~~(“SPECT”) ~~increase~~and ~~productivity~~Positron ~~while~~Emission ~~decreasing~~Tomography ~~exposure~~(“PET”). ~~and~~While ~~costs.~~SPECT ~~Additionally,~~has historically dominated the ~~PosiRx~~market, PET ~~assists~~imaging inis ~~compliance~~increasingly ~~with~~recognized ~~all~~as ~~current USP-797~~the ~~and~~superior ~~ALARA~~modality ~~exposure~~due ~~control~~to ~~requirements~~its ~~for~~higher ~~the~~diagnostic ~~production~~accuracy ofand ~~unit~~expanded ~~dose~~clinical ~~radiopharmaceuticals~~capabilities.

~~PosiRx~~Cardiac isPET ~~the~~imaging ~~first~~offers ~~system~~enhanced ofsensitivity ~~its~~and ~~kind~~specificity, tolower ~~offer~~radiation aexposure, ~~complete~~ and ~~comprehensive~~the ~~automated~~ability ~~solution,~~to ~~creating~~quantify amyocardial ~~more~~blood ~~efficient~~flow and ~~economical~~coronary ~~alternative~~flow toreserve, ~~the~~enabling ~~current~~improved ~~pharmacy~~detection ~~per~~of ~~dose~~multivessel ~~model.~~and ~~PosiRx~~diffuse iscoronary ~~targeted~~disease. ~~for~~PET ~~clinics~~imaging ~~and~~is ~~hospitals~~commonly ~~with~~performed ~~average~~using toradiotracers ~~high~~such ~~SPECT~~as ~~imaging~~ Rubidium-82 and ~~pharmaceutical use~~Nitrogen-13 ~~volumes~~ammonia. Recent advancements, inincluding the ~~U.S.~~introduction ~~and~~of ~~abroad.~~Fluorine-18–based ~~With~~tracers ~~PosiRx~~such as Flurpiridaz F-18, ~~Positron~~are ~~intends~~expected to ~~exploit~~further ~~possibilities~~accelerate ~~existing~~adoption inby ~~the~~improving ~~SPECT~~image ~~and~~quality, ~~PET~~extending ~~imaging industry~~tracer ~~and pharmaceutical markets for cardiology~~availability, ~~neurology~~ and ~~oncology~~simplifying logistics.

~~Radioisotopes:~~Market ~~Production~~Opportunity &and ~~Distribution~~Industry Transition

~~Positron~~The ~~has~~Company ~~registered~~believes ~~its~~the ~~Drug~~U.S. nuclear cardiology ~~Master~~market ~~File~~is ~~(DMF)~~undergoing ~~for~~a ~~API~~significant ~~grade~~structural ~~Sr-82~~transition ~~with~~from ~~the~~SPECT ~~FDA.~~to ~~Positron~~PET-CT ~~believes~~imaging. itThere isare ~~the~~approximately ~~only~~13,000 ~~commercial~~SPECT ~~resource~~systems installed in the ~~U.S.~~United ~~that~~States, ~~possesses the~~of ~~practical~~which ~~experience~~an ~~and~~estimated ~~knowledge~~10,000 inare ~~all~~utilized ~~stages~~primarily offor ~~Sr-82~~cardiac ~~production~~imaging. Industry data and ~~spent~~clinical guidance ~~generator~~suggest ~~lifecycle~~that ~~management.~~a ~~Positron~~substantial ~~has the~~portion ~~ability~~of tothese ~~produce~~systems ~~API~~will ~~grade~~be ~~strontium-82~~replaced ~~from~~or ~~target~~upgraded ~~material~~over ~~received~~time ~~from~~as ~~its~~providers ~~foreign~~transition ~~collaborators~~to PET-CT technology.

Positron plans to build and operate a high energy/high current cyclotron (70MeV) within the U.S. The proposed facility will be unique in that it will be capable of producing isotopes that are either not available or have very limited availability from other commercial sources in the United States and the world. Positron seeks to secure the supply of radioisotopes used in cardiac PET imaging therefore stabilizing and building confidence in the market. Securing a reliable supply of radioisotopes will increase demand for Positron’s pharmaceuticals, imaging equipment and services provided to nuclear medicine practices.3

~~The~~Professional ~~primary~~society ~~isotope~~guidance, toincluding ~~be produced~~position isstatements ~~Sr-82~~and clinical literature associated with the American Society of Nuclear Cardiology, ~~which~~increasingly issupports ~~currently~~PET inimaging as ~~short~~a ~~supply~~preferred ~~world-wide~~modality ~~and~~for ismyocardial ~~only~~perfusion ~~produced~~imaging in ~~the~~appropriate Upatient populations.S. byPET ~~the~~imaging ~~Department~~provides superior diagnostic performance, supports quantification of ~~Energy~~coronary ~~(“DOE”)~~flow reserve, and enables more efficient, single-session imaging protocols compared ~~National~~to ~~Laboratories~~traditional SPECT imaging.

~~Market~~In ~~Opportunity~~addition, reimbursement dynamics and operational efficiencies further support the transition to PET-CT. PET imaging is generally associated with higher reimbursement rates relative to SPECT, while also offering faster scan times, improved throughput, and reduced downstream testing. Clinical studies have demonstrated that PET imaging may reduce unnecessary invasive procedures and improve overall cost efficiency in patient management.

~~Molecular~~The ~~Imaging~~introduction ~~Devices~~of ~~for~~next-generation ~~Cardiology~~radiopharmaceuticals, including Fluorine-18–based tracers, is expected to expand access to cardiac PET imaging by enabling broader distribution through conventional radiopharmacy networks, further accelerating market adoption.

~~According~~Company toPositioning American Heart Association, more than one out of every three (83 million) U.S. adults currently lives with one or more types of cardiovascular disease (CVD). CVD is the leading cause of death in the United States and constitutes 17% of overall national health expenditures (Forecasting the Future of Cardiovascular Disease in the United States, American Heart Association, 2011). Direct CVD costs are projected to increase from $273 billion in 2010 to $818 billion in 2030, and indirect costs (due to lost productivity) – from $172 billion in 2010 to $276 billion in 2030.Strategy

~~Diagnostic~~The ~~imaging~~Company ~~facilitates the~~is ~~early~~focused ~~diagnosis~~on ofaddressing ~~diseases and disorders, potentially minimizing~~ the ~~scope, cost and amount of care required, and potentially~~growing ~~reducing~~demand ~~the need~~ for ~~more~~PET-CT ~~invasive procedures. Nuclear~~ imaging ~~uses~~by ~~very~~providing ~~low~~high-~~level radioactive material~~performance, ~~called~~cost-effective ~~radiopharmaceuticals, injected~~imaging ~~into~~solutions adesigned ~~patient. The radiopharmaceuticals are specially formulated~~ to ~~concentrate~~expand ~~temporarily~~access ~~in the specific part of the body~~ to ~~be studied. The radiation signals emitted by the materials are then converted into an image of the body part or organ.~~advanced Nuclear imaging, in contrast to other diagnostic imaging modalities, shows not only the anatomy or structure of an organ or body part, but also its function—including blood flow, organ function, metabolic activity and biochemical activity. In cardiology, nuclear medicine provides the most accurate non-invasive tests for identifying narrowed coronary arteries, mild cholesterol build-up or diffuse coronary vascular disease that are responsible for most heart attackscardiology. Management of coronary disease (CAD) currently utilizes noninvasive diagnostic testing as a ‘‘gatekeeper’’ and invasive coronary arteriography, when results are abnormal, to provide a definitive diagnosis of CAD. There are two major modalities in nuclear medicine imaging - Single Photon Emission Computed Tomography (SPECT) and Positron Emission Tomography (PET) - both of which are used for cardiovascular procedures. The most widely used imaging acquisition technology utilizing gamma cameras is SPECT.

3The Company’s PET-CT systems are designed to deliver the clinical benefits of PET imaging while offering a compelling economic value proposition relative to traditional market offerings. The Company believes its ability to provide PET-CT imaging systems at price points comparable to, or in certain cases near, SPECT-CT systems positions it favorably to support the ongoing transition from SPECT to PET-CT.

~~Though~~In ~~PET~~addition ~~tests are much more accurate and has been shown~~ to ~~reduce~~equipment ~~long-term costs~~sales, the ~~nuclear~~Company ~~cardiology imaging has been dominated by SPECT. This imbalance~~offers iscomprehensive aservice ~~result~~and ofsupport ~~lower~~solutions, ~~prices~~including ofclinical, ~~SPECT~~technical, ~~cameras~~ and ~~decades~~operational ~~long~~support, ~~preferable~~designed ~~reimbursement~~to ~~rates~~facilitate ~~for cardiac SPECT procedures. The~~adoption ~~Company~~and ~~believes~~optimize ~~that~~utilization ~~recent~~of ~~dynamic~~PET-CT ~~market~~systems. ~~changes,~~These ~~including~~solutions ~~the~~are ~~dramatic~~intended ~~increase~~to ofreduce ~~reimbursement~~implementation ~~rates~~barriers for ~~cardiac~~healthcare ~~PET procedures,~~providers ~~SPECT~~and ~~reimbursement~~enable ~~cuts~~broader ~~and~~adoption ~~the~~across ~~world~~a ~~shortage~~range of ~~the~~practice ~~molybdenum-99 isotope used in cardiac SPECT~~settings, ~~will~~including ~~significantly~~smaller ~~improve the economics of cardiac PET imaging~~ and ~~make~~independent ~~PET~~cardiology ~~technology much more competitive and appealing to cardiologists~~practices.

InThe ~~myocardial~~Company ~~perfusion~~believes ~~imaging, PET~~that ~~has~~its ~~been~~integrated ~~proven~~approach, which tocombines beadvanced ~~superior~~imaging ~~in sensitivity and specificity when compared to SPECT~~technology, ~~the~~competitive ~~more commonly utilized modality. Cardiac PET scans~~pricing, ~~with~~and ~~Rubidium-82~~support ~~Chloride (Rb-82) or Nitrogen- 13 Ammonia (N-13)~~services, ~~result~~aligns inwith acurrent ~~lower~~industry ~~patient~~trends ~~radiation exposure~~ and positions ~~are~~it ~~capable of performing superior quantitative measurements such as coronary flow reserve. Cardiac PET imaging has been shown~~ to ~~provide~~participate ~~a 50% reduction~~ in ~~invasive~~the ~~coronary~~anticipated ~~arteriography~~multi-year ~~and~~replacement ~~coronary~~cycle ~~artery~~of ~~bypass~~legacy ~~grafting, leading to a 30% costs savings and improved clinical outcomes, when compared to~~ SPECT ~~(M.E.~~systems ~~Merhige,~~with ~~M.D.,~~PET-CT etimaging alsolutions.~~, Journal Nuclear Medicine 2007; 48: 1069-1076).~~

~~Based~~Barriers onTo ~~the Company’s estimations, there were approximately 170 dedicated cardiac PET and PET/CT scanners in the U.S. in 2014 performing cardiac PET studies.~~Entry

~~Barriers~~Historically, Toadoption ~~Entry~~of cardiac PET imaging has been constrained by the high capital cost associated with PET and PET-CT systems, as well as the operational complexity of implementing advanced nuclear imaging programs. These factors have limited access primarily to larger hospital systems and well-capitalized institutions.

~~For~~In ~~many~~addition ~~years, a major constraint for the cardiac PET market has been a high cost of PET and PET/CT. Positron Corporation has managed~~ to ~~reduce~~capital ~~the~~expenditures, ~~buyers’ barrier~~barriers to entry byhave ~~bringing~~included toongoing ~~the~~service ~~market~~and ~~the~~maintenance ~~Attrius - the only dedicated PET system in the world optimized for cardiac imaging. All other manufacturers (GE~~costs, ~~Philips,~~radiopharmaceutical ~~Siemens)~~access ~~offer PET/CT systems at a 200% - 300% higher price but comparable performance of cardiac studies. In 2010~~ and ~~2011~~logistics, ~~Positron’s~~reimbursement ~~share in sales of dedicated cardiac PET scanners was 14% and 17%~~considerations, ~~respectively.~~ ~~While~~and ~~we expect this share to grow significantly in~~ the ~~next~~need ~~several~~for ~~years,~~specialized ~~Positron’s~~clinical ~~sales since 2011 have been negatively impacted by the shortage of Rb-82~~ and ~~Sr-82.~~technical ~~This~~expertise ~~impact was a result of an unscheduled maintenance of the United States Department of Energy (DOE) accelerator producing Sr-82, a pre-cursor~~ to ~~Rb-82,~~operate and byinterpret a voluntary recall of Sr-82/Rb-82 generators by Bracco Diagnostics for additional testing. Though delivery of Bracco's generators to existing clients was restored in 2013, the supply is essentially flat due to unavailability of additional Sr-82 which prevents sales of cardiac PET ~~scanners~~imaging ~~to new clients~~studies.

~~Positron~~The isCompany ~~acutely~~believes ~~focused~~that ~~on production~~recent ofindustry ~~Sr-82.~~developments, including ~~Positron~~improved ~~possesses~~radiopharmaceutical ~~certain~~availability ~~resources~~ and ~~technical~~expanding ~~advantages,~~clinical ~~unique~~acceptance toof ~~the~~PET ~~Company~~imaging, ~~which~~are ~~will~~reducing ~~increase~~certain structural ~~current~~barriers; however, system cost and ~~future~~implementation ~~strontium~~complexity ~~supply~~remain significant considerations for many healthcare providers.

~~Competitive~~The ~~Strengths~~Company’s strategy is focused on lowering these barriers through the introduction of cost-effective PET and PET-CT imaging systems, combined with integrated service and support solutions designed to facilitate adoption. The Company believes its pricing model, which is generally positioned below that of major market participants such as GE HealthCare, Philips Healthcare, and Siemens Healthineers, may enable broader access to PET-CT imaging across a wider range of healthcare settings.

~~We believe that our Company has the following competitive strengths:~~4

·The ~~Well~~Company ~~Known~~believes ~~Name~~that ~~Among~~reducing ~~Cardiologists.~~financial ~~The~~and ~~high~~operational barriers ~~count-rate~~to ~~capability~~entry ~~and~~will ~~sensitivity~~be ofa ~~Positron’s~~key ~~PET~~factor ~~systems result~~ in ~~excellent~~accelerating ~~diagnostic~~the ~~accuracy,~~transition ~~faster~~from ~~imaging~~SPECT ~~and ability~~ to ~~use short half~~PET-~~life~~CT ~~radiopharmaceuticals,~~imaging ~~which~~within ~~made~~nuclear ~~Positron’s PET systems a system of choice for certain cardiac applications~~cardiology.

·Competitive The Only PET System on the Market. All major PET manufacturers have discontinued manufacturing of stand-alone PET systems, offering very expensive PET combined with Computerized Tomography (PET/CT) instead. In cardiac applications, the Positron’s Attrius® provides image quality comparable to PET/CT at significantly lower price. It also significantly reduces radiation exposure compared to PET/CT and even SPECT. A small footprint and affordable price makes it ideal for imaging clinics and hospitals.Strengths

~~· Cardiac Specific Software.~~ The ~~Attrius®~~Company ~~provides~~believes ait ~~robust,~~is ~~cardiac~~well ~~specific~~positioned ~~imaging~~within the ~~software package designed to ensure effortless interpretation for today’s most challenging clinical cases for~~ nuclear ~~cardiologists.~~cardiology ~~Heart~~imaging ~~disease~~market ~~specific~~based ~~software~~on ~~includes~~ the ~~ability~~following tocompetitive ~~monitor therapy, coronary artery overlay display, and open architecture for new protocol development and customization and motion correction software.~~strengths:

·Focused ~~Unique~~Cardiac ~~Automated~~PET-CT Radiopharmaceutical System. Positron’s PosiRx® is a radiopharmaceutical system that automates the elution, preparation and dispensing processes for radiopharmaceutical agents used in molecular imaging. The PosiRx® system provides unprecedented “unit dose” flexibility to imaging providers at the touch of a button, 24/7. It was created to simplify and control the procedures associated with compounding radiopharmaceuticals. PosiRx® integrates features that increase productivity while decreasing exposure and costs.Expertise

4The Company maintains a dedicated focus on cardiac PET and PET-CT imaging, enabling specialization in nuclear cardiology and alignment with the growing clinical adoption of PET-based myocardial perfusion imaging.

·Cardiac-Specific ~~The~~Imaging ~~only commercial entity in the U.S. with a registered Drug Master File (DMF) for producing Active Pharmaceutical Ingredient (API) grade Sr-82.~~Software

·The ~~Unique~~Company offers ~~Knowledge~~advanced ~~and Expertise in Sr~~cardiac-82focused ~~Production.~~imaging ~~The~~software ~~Company~~designed isto ~~the~~support ~~only~~clinical ~~commercial~~interpretation ~~resource~~and inworkflow ~~the~~efficiency. ~~United~~These ~~States~~capabilities include ~~with~~tools ~~practical~~for ~~knowledge~~therapy ~~and~~monitoring, ~~experience~~coronary invisualization, ~~all~~motion ~~stages~~correction, ofand ~~Sr-82~~flexible ~~production~~protocol development.

·Proprietary ~~Commercial~~Imaging Facility for refurbishment of Sr-82/Rb-82 generators in the U.S. The Company’s facility in Lubbock, Texas, has the capacity to provide critical services necessary for the refurbishment of spent Sr-82/Rb-82 generators.Systems

·The ~~Currently~~Company designs, ~~the~~develops, ~~Only~~and ~~Commercial~~markets ~~Source~~molecular ofimaging ~~Sr-82~~systems inoptimized ~~the~~for ~~U.S.~~cardiovascular ~~Using patented methods~~applications, ~~the~~with ~~Company~~an ~~can~~emphasis ~~recycle~~on ~~Sr-82 from spent Sr-82/Rb-82 generators at its facility in Lubbock~~performance, workflow ~~Texas~~efficiency, and ~~process Sr~~cost-~~82 from foreign sources~~effectiveness.

·Integrated ~~Value-Added~~Clinical ~~Offering of Complimentary Products to Customers. The addition of complementary products, such as PET imaging systems, clinical~~ and ~~support~~Technical services, radiopharmaceutical dispensing systems, radiopharmaceuticals and radioisotopes enhances the value of the offering to Positron’s customers, providing them a total solution in nuclear cardiology.Support

~~Sales~~The Company provides comprehensive support services, including physician and ~~Marketing~~technologist training, billing and reimbursement assistance, clinical over-read support, and ongoing technical service. These services are designed to support customer adoption and maintain high system uptime.

ToFlexible ~~market~~Financing ~~its equipment~~ and ~~services, Positron~~Access employs an internal sales and marketing team dedicated to promote, educate and sell Positron products. Positron is also able to rely on referrals from users of its existing base of installed scanners and cameras, trade show exhibits, trade journal advertisements, clinical presentations at professional and industry conferences, and published articles in trade journals. The Company’s sales personnel vary in geographic location and/or market expertise.Models

~~Positron~~The Company ~~sells~~offers a range of financing solutions, including rental and~~/or~~ ~~distributes its~~lease-to-own ~~products~~programs, intended to reduce upfront capital requirements and ~~services~~facilitate ~~directly~~broader access to ~~end~~PET-~~users~~CT imaging technology.

Established Customer ~~Care,~~Base ~~Service~~ and ~~Warranty~~Industry Relationships

~~Positron has implemented PosiStar,~~The aCompany ~~complete~~benefits ~~customer care plan that offers full clinical support~~ from ~~Positron’s~~an ~~experienced~~installed ~~clinical~~base ~~and~~of ~~technical~~imaging ~~staff and~~systems ~~industry luminaries that consult for the Company or are affiliated through Positron’s customer network. PosiStar Customer Care provides: physician interpretation training; nurse training; billing~~ and ~~prior~~long-~~authorization~~standing ~~training;~~relationships ~~physician~~with ~~over~~cardiologists ~~reads; post install, 24/7 clinical~~ and ~~service~~imaging ~~support; priority response with after-hours maintenance/service available; uptime guarantees~~centers, ~~and~~supporting ~~software~~repeat ~~upgrades;~~business and ~~remote~~customer ~~access diagnostic/maintenance capabilities~~referrals.

~~The~~Targeted ~~Company~~Market has field service engineers who have primary responsibility for supporting and maintaining the Company’s installed equipment base. In addition, the Company has field engineers involved in site planning, customer training, sales of hardware upgrades, sales and administration of service contracts, telephone technical support and customer service.Approach

The Company ~~services customers~~focuses ofon ~~our~~serving ~~systems~~mid-sized ~~remotely~~hospitals ~~through~~and ~~Internet~~outpatient ~~access~~imaging ~~that facilitates real time system diagnosis without the need for a field service visit. When physical repair is required~~centers, ~~our~~which ~~modular~~may ~~part~~be ~~replacement~~underserved ~~capability~~by ~~allows~~larger ~~our~~imaging ~~field~~equipment ~~service engineers to perform~~providers, ~~field~~creating ~~repairs~~opportunities ~~that~~for ~~minimize~~market ~~customer~~penetration ~~downtime~~and growth.

~~The~~Expansion ~~Company~~into ~~typically provides a one~~Multi-~~year~~Disciplinary parts and labor warranty to purchasers of our equipment. Following the warranty period, the Company offers purchasers a comprehensive service contract under which the Company provides all parts and labor, system software upgrades and unlimited service calls.Imaging

~~The Company’s service goal~~With isthe tointroduction ~~maintain~~of ~~maximum~~next-generation ~~system~~PET-CT ~~uptime.~~systems, ~~Success~~the ofCompany ~~a clinical site~~ is ~~largely~~expanding ~~dependent~~its oncapabilities ~~patient~~beyond ~~volume~~cardiology ~~during~~into ~~normal working hours~~additional ~~and,~~clinical ~~therefore~~applications, ~~equipment~~including ~~uptime~~oncology and ~~reliability are key factors in this success~~neurology. ~~Records compiled by the Company show an average uptime of more than 98% for all installed PET scanners.~~

~~Due to~~Operational ~~the~~Efficiency ~~Company’s expertise~~ and ~~access~~System ~~to parts, we expect to service all of the PET scanners that we sell.~~Reliability

~~Competition~~The Company’s imaging systems are designed to support efficient workflows, compact installation environments, and high system availability, which are important considerations for outpatient and high-throughput imaging settings.

~~The~~Lifecycle ~~Company~~Management ~~faces no direct competition from other manufacturers of PET scanners as it offers the only commercial standalone PET scanner, Attrius. However, the Company has experienced competition from used PET~~ and ~~PET/CT~~Service scanners although the remaining supply of used PET and PET/CT systems is believed to be extremely low. The Company does not believe that MRI and CT scan imaging represent significant competing technologies, but potentially complementary technologies to PET, since PET, MRI and CT scans each provide information not available from the other modalities. Computed tomography angiography (“CTA”) was once seen by some cardiologists to be competitive with PET myocardial perfusion imaging; however, there is an increasing public concern about a high radiation exposure of CT and, currently, there is no substantial movement into this modality.Capabilities

5The Company maintains involvement across the system lifecycle, including installation, service, and upgrades, which may enhance responsiveness, cost management, and customer retention.

InAlignment 2001-2002, GE, Siemens and Philips introduced PET/CT systems that combine CT scanning and PET in one unit. Since then production of standalone PET scanners have been discontinued and replaced by high priced PET/CT systems with ~~costs~~Industry much greater than Positron’s Attrius PET system. PET/CT integrates functional (PET) and structural (CT) information into a single scanning session, allowing fusion of the PET and CT images and thus improving lesion localization and interpretation accuracy. The CT scan is also used for attenuation correction, ultimately leading to high patient throughput. These combined advantages have rendered PET/CT a preferred imaging modality over standalone PET except in the imaging of cardiac studies. All major PET manufacturers, except Positron, pursue the similar strategies of developing more and more sophisticated and expensive whole-body PET/CT scanners. A hospital or medical imaging clinic with a whole-body PET/CT device has flexibility of using the scanner for oncology, cardiology or neurology purposes. However, the redundancy of functions, as well as the high price and large size, has negative impact on usage of PET scanners by specialty physicians (cardiologists, neurologists, urologists, etc.).Trends

~~Though~~The ~~PET/CT has been commercially~~Company ~~accepted,~~believes ~~the~~it ~~need~~is ~~for~~positioned ~~the CT technology in myocardial perfusion imaging can be debated, due~~ to ~~the~~benefit ~~potential~~from offavorable ~~increased~~industry ~~radiation exposure to the patient. PET/CT~~dynamics, ~~compared~~including toincreasing ~~PET,~~adoption ~~only has a larger capital acquisition cost, more room required and more expensive ongoing service expense. Significant limitations~~ of cardiac PET~~/CT~~ ~~are respiratory motion and metallic artifacts~~imaging, ~~which can result~~expanded inavailability ~~artifactual PET defects in up to 40%~~ of ~~patients scanned~~radiopharmaceuticals, and ~~these~~ongoing ~~defects~~shifts ~~are moderate to severe~~ in ~~23%. ( J Nucl Med. 2007 Jul;48(7):1112-21 ) Interest in PET by cardiologists has increased significantly since 2009 boosted by preferable~~ reimbursement ~~rates~~ and ~~shortage~~clinical ofpractice ~~Tc-99m, a major cardiac SPECT radiopharmaceutical~~patterns. Positron Corporation has been exploiting this rise of the demand by cardiologists and the lack of the supply of affordable PET systems on the market by offering its cardiac specific, standalone Attrius PET.

Currently radiopharmaceutical delivery is dominated by Cardinal Health (160 nuclear pharmacies and 26 cyclotron-based PET radiopharmaceutical manufacturing facilities), PETnet Solutions, a fully owned subsidiary of Siemens Medical Solutions USA (52 radiopharmacies and distribution centers), Triad Isotopes (63 radiopharmacies after acquiring Covidien’s network and 6 cyclotrons), and GE healthcare (31 radiopharmacies). There are also approximately 73 independent radiopharmacies and 70 institutional radiopharmacies (affiliated with major medical schools).5

~~Radiopharmaceuticals~~Sales ~~for cardiac applications are prepared in radiopharmaceutical generators, Tc-99m generators for SPECT (manufactured by Covidien~~ and ~~Lantheus) and Rb-82 generators for PET (Bracco Diagnostics). Rb-82 has a half-life of 75 seconds, and Rb-82 generators are delivered by Bracco directly to end users typically 13 times per year.~~Marketing

~~Tc-99m~~The ~~has~~Company amarkets its ~~half-life~~molecular ofimaging 6systems ~~hours,~~ and ~~centralized~~related ~~radiopharmacies~~services ~~use~~through ~~Tc-99m~~a ~~generators~~dedicated tointernal ~~deliver~~sales ~~unit~~and ~~doses~~marketing ~~of Tc-99m based radiopharmaceuticals to customers~~organization. ~~Centralized~~ ~~radiopharmacies~~This ~~incur~~team ~~very high fixed costs (approximately greater than $1.0 million per year) and freight costs (two-three~~is ~~times-a-day~~responsible ~~deliveries~~for topromoting, ~~each~~educating, ~~client)~~ and ~~are~~selling ~~affected~~the byCompany’s ~~geographical~~products ~~factors: clients have~~ to behealthcare inproviders, aincluding 75hospitals, ~~miles proximity to~~outpatient ~~the~~imaging ~~pharmacy~~centers, ~~due~~and tocardiology ~~a short half-life of Tc-99m~~practices. ~~Positron~~The ~~Corporation’s~~Company ~~PosiRx~~also ~~does~~benefits ~~not~~from ~~have~~referral ~~these~~activity ~~limitations,~~generated asthrough ~~the~~its ~~radiopharmaceutical~~installed base ~~unit~~of ~~dose~~systems ~~drawing~~and ~~devices~~established ~~can~~customer ~~be placed directly into physicians’ offices with once-a-week deliveries~~relationships.

The ~~Department~~Company ofsupports ~~Energy~~its issales ~~the~~efforts through ~~only~~a ~~entity~~range of marketing initiatives, including participation in ~~the~~industry ~~U.S.~~trade ~~that~~shows, ~~manufactures~~publication of clinical and ~~produces~~product ~~Sr-82;~~information, targeted ~~according~~advertising, and presentations at medical and industry conferences. These activities are intended to ~~current~~increase ~~policies~~brand awareness, communicate the ~~DOE~~clinical ~~should~~and ~~not~~economic ~~compete~~value ~~with~~of ~~commercial companies~~the Company’s offerings, and generate sales opportunities.

~~Many~~The ofCompany ~~our~~primarily ~~competitors~~sells ~~enjoy competitive~~and ~~advantages~~distributes ~~over~~its products ~~us, including: greater name recognition; greater financial, technical~~ and ~~service~~services ~~resources;~~directly ~~established relationships~~to ~~with~~end-users. ~~healthcare~~Its ~~professionals;~~sales ~~established~~personnel ~~distribution~~are ~~networks;~~deployed ~~additional~~across ~~lines~~key ofgeographic ~~products~~regions and ~~the~~may ~~ability~~be toorganized ~~offer~~by ~~rebates~~market segment or ~~bundle~~product ~~products~~focus to ~~offer~~enhance ~~discounts~~customer orengagement ~~incentives;~~ and ~~greater~~support. ~~resources~~The ~~for~~Company’s ~~product~~sales ~~development~~approach ~~and~~emphasizes ~~sales and~~both ~~marketing.~~equipment ~~See~~placement ~~“Item~~and 1.the ~~Description~~adoption of ~~Business—Risk~~associated ~~Associated~~service ~~with~~and ~~Business~~support ~~Activities—Substantial~~offerings ~~Competition and~~designed ~~Effects~~to facilitate implementation and utilization of ~~Technological~~its ~~Change”~~imaging systems.

6Customer Support Services

~~Third~~The ~~party~~Company ~~Reimbursement~~provides comprehensive customer support services designed to support the performance, reliability, and utilization of its molecular imaging systems. These services are delivered through a combination of internal clinical and technical personnel, as well as external clinical consultants and affiliated specialists.

~~Our~~The ~~customers~~Company’s ~~typically~~support ~~rely on~~offerings ~~the~~include ~~Medicare~~physician interpretation ~~and~~training, ~~Medicaid~~nurse ~~programs~~ and ~~private~~technologist ~~payers~~training, ~~for~~billing ~~reimbursement.~~and Asprior-authorization ~~a result~~assistance, ~~demand~~clinical ~~for~~over-read ~~our products is dependent in~~support, ~~part~~and onongoing ~~the~~clinical ~~coverage~~ and ~~reimbursement~~technical ~~policies of these payers~~guidance. ~~Third~~The ~~party~~Company ~~coverage~~also ~~and~~provides ~~reimbursement~~continuous issupport ~~subject to extensive federal~~coverage, ~~state,~~including ~~local,~~24/7 ~~and~~technical ~~foreign regulation~~assistance, priority ~~and private payer rules and policies. In many instances~~response, ~~the applicable regulations, policies~~ and ~~rules~~after-hours ~~have~~service ~~not been definitively interpreted by the regulatory authorities or the courts~~availability, ~~and~~along ~~are~~with ~~open~~software toupdates ~~a variety of interpretations~~ and ~~are~~system ~~subject to change without notice~~enhancements.

The ~~scopes~~Company ofmaintains ~~coverage~~a ~~and~~team ~~payment policies~~of ~~vary~~field ~~among~~service ~~third-party~~engineers responsible ~~private~~for ~~payers.~~installation ~~For example~~support, ~~some~~equipment ~~payers~~maintenance, ~~will~~hardware ~~not reimburse a provider unless the provider has a contract with the payer~~upgrades, and inservice ~~many~~contract ~~instances~~fulfillment ~~such~~across ~~payers~~its ~~will not enter into such contracts~~installed base. ~~Other~~These ~~payers~~personnel ~~prohibit~~also ~~reimbursement unless~~assist ~~physicians~~with ~~own~~site orplanning ~~lease our scanners~~ and ~~cameras~~customer ontraining ato ~~full-time~~support ~~basis,~~effective orsystem ~~meet~~implementation ~~certain accreditation or privileging standards. Such requirements~~ and ~~limitations can significantly restrict the types of business models we can successfully utilize~~operation.

~~Medicare~~The ~~reimbursement~~Company ~~rules impose~~utilizes ~~many~~secure ~~standards~~remote ~~and~~connectivity to ~~policies~~perform ondiagnostic ~~the~~monitoring ~~payment~~and ofsystem ~~services~~maintenance, ~~that~~enabling ~~our~~real-time ~~customers~~issue ~~provide.~~identification ~~For~~and ~~instance,~~resolution. ~~the~~When ~~Medicare prohibition~~ on ~~the “mark~~-~~up”~~site ofservice is ~~diagnostic~~required, ~~tests~~the ~~can~~Company’s ~~restrict~~modular ~~what~~system adesign ~~physician~~supports ~~may~~efficient ~~charge~~component ~~Medicare~~replacement ~~for diagnostic tests. Medicare also imposes medical necessity~~ and ~~other~~reduced ~~standards~~service ~~on physician and facilities that bill Medicare for services~~times.

~~Any~~The ~~limitation~~Company’s ofservice ~~Medicare,~~model ~~Medicaid or~~is ~~private~~focused ~~payer~~on maximizing ~~coverage~~system ~~for~~availability ~~PET~~and orsupporting ~~SPECT~~consistent ~~procedures~~clinical ~~using~~operations. ~~will~~Based ~~likely~~on ~~have~~internal aservice ~~material~~data, ~~adverse effect on~~ the Company’s ~~business,~~ ~~financial~~installed ~~condition,~~systems ~~results~~have ofhistorically ~~operations~~achieved ~~and~~average ~~cash~~uptime ~~flows~~in excess of 98%.

~~Centers~~The ~~for~~Company ~~Medicare & Medicaid Services (CMS) released their 2014 Medicare Physician Fee Schedule, which outlines the payment rates for medical~~ services ~~paid to~~its ~~private~~installed ~~physicians~~base inof ~~the outpatient office setting. This fee schedule stated that Myocardial~~ PET systems ~~perfusion~~and ~~imaging~~intends ~~was increased~~ to ~~$1,310.60~~provide ~~per~~ongoing ~~study.~~service ~~The~~and ~~Medicare~~support ~~Physician Fee Schedule also states that Cardiovascular SPECT reimbursement~~ for ~~outpatient cardiology~~its ~~practices~~PET-CT ~~billing~~systems, ~~under~~maintaining ~~CPT~~continuity ~~codes~~across ~~has~~the ~~been~~system ~~increased to $1,153~~lifecycle.~~62.~~

~~Manufacturing~~Competition

~~Our~~The ~~manufacturing~~Company ~~strategy~~operates ~~combines our~~in ~~internal~~a ~~design~~competitive ~~expertise~~nuclear ~~and~~imaging equipment ~~proprietary~~market ~~process~~that ~~technology~~includes ~~with~~large ~~strategic~~multinational ~~outsourcing~~original toequipment ~~achieve~~manufacturers ~~cost~~and ~~efficiencies.~~smaller ~~All~~specialized ofimaging companies. ~~the~~Key ~~Company’s~~competitors ~~PET~~include ~~scanners~~GE ~~are~~HealthCare, ~~manufactured~~Philips ~~through our joint venture~~Healthcare, ~~Neusoft~~and ~~Positron~~Siemens ~~Medical Systems~~Healthineers, ateach ~~its~~of ~~development and~~which ~~manufacturing~~offers ~~facility~~a inbroad ~~Shenyang,~~portfolio ~~China.~~of diagnostic ~~The~~imaging ~~refurbishment~~products ofand ~~spent~~has ~~Sr-82/Rb-82~~greater ~~generators~~financial, ~~production~~technical, ~~recycling~~ and ~~processing of~~marketing ~~Sr-82~~resources ~~from~~than ~~foreign vendors are performed at~~ the Company~~’s facility in Lubbock, Texas~~.

The Company expects to continue outsourcing additional components and processes to gain efficiencies and cost savings. The Company expects to perform subassembly and final system performance tests, packaging and labeling at our facility. The Company provides connectivity solutions which include consulting and configured computers. The Company also sells accessories which are outsourced and include printers, equipment for handling and measuring radioactive materials, and software for the cameras and systems.6

The Company ~~and~~believes it differentiates through its ~~third~~focused approach to cardiac PET and PET-~~party~~CT imaging, as well as its integrated service and support model. The Company’s ~~manufacturers~~offerings are ~~subject~~designed to address the ~~FDA’s~~clinical ~~Quality~~and ~~System~~economic ~~Regulation,~~requirements ~~state~~of ~~regulations~~nuclear cardiology practices, ~~and~~including ~~regulations~~cost ~~promulgated~~considerations, workflow byefficiency, ~~the~~and ~~European Union~~ongoing operational support.

~~Joint~~The ~~Venture~~Company also competes with ~~Neusoft~~alternative ~~Medical~~diagnostic imaging ~~Systems~~modalities, Coincluding computed tomography (“CT”), magnetic resonance imaging (“MRI”), and computed tomography angiography (“CTA”). The Company believes these modalities are generally complementary to nuclear imaging, ~~Ltd~~as each provides distinct clinical information. Nuclear imaging, including PET and PET-CT, offers functional and physiological data that may not be available through anatomical imaging techniques alone.

OnWhile ~~June~~CTA ~~30,~~has ~~2005,~~been ~~the~~utilized ~~Company entered into a Joint Venture Contract with Neusoft Medical Systems Co., Inc. of Shenyang,~~ in ~~the~~certain ~~People's Republic of China ("Neusoft").~~clinical ~~Pursuant~~settings toas ~~the Joint Venture Contract the parties formed~~ a ~~jointly~~non-~~owned~~invasive ~~company,~~diagnostic ~~Neusoft Positron Medical Systems Co.~~tool, ~~Ltd. (~~the ~~“JV~~ Company~~”),~~ tobelieves ~~engage~~that innuclear ~~the manufacturing of PET and CT/PET medical~~ imaging ~~equipment.~~continues ~~Neusoft's aggregate contribution~~ to ~~the~~play ~~capital~~a ofcritical ~~the~~role JVin ~~Company was 67.5% of~~ the assessment ~~total registered capital~~ of ~~the~~myocardial ~~Company,~~perfusion ~~or US$1,350,000,~~ and ~~the~~coronary ~~Company's~~artery ~~aggregate contribution~~disease. ~~consisted~~The ofselection ~~cash in the amount~~ of ~~$250,000~~imaging ~~and~~modality ais ~~technology~~influenced ~~license~~by ~~valued~~multiple ~~at $400~~factors,~~000. Positron has transferred~~ toincluding ~~the~~clinical JVindication, ~~Company~~physician ~~certain of its PET technology. During 2008-2009~~preference, ~~as a result of additional capital contributions by Neusoft~~availability, ~~the~~ ~~Company’s~~and ~~share~~reimbursement ~~in JV Company decreased to 1%~~considerations.

~~Under~~The ~~its Joint Venture Contract with Neusoft, the~~ Company ~~has~~believes ~~the~~its ~~exclusive~~targeted ~~right~~market ~~to sell PET system products developed by the JV Company in the U.S~~approach, ~~Canada, and~~ ~~Mexico~~combined ~~under~~with its ~~registered~~emphasis ~~trademarks.~~on ~~Neusoft~~cost-effective ~~has~~PET-CT ~~the~~solutions ~~exclusive right to sell products developed by the JV Company in China under its registered trademarks. Each of Neusoft~~ and ~~the~~integrated ~~Company~~support ~~has~~services, ~~the~~positions ~~right~~it to ~~sell~~compete ~~products~~within ~~developed by~~ the ~~JV Company in the countries~~ ~~and~~evolving ~~regions~~nuclear ~~worldwide~~cardiology ~~with~~imaging ~~the exception of China, the U~~market.~~S., Canada and Mexico, where select exclusive rights apply.~~

7Third-Party Reimbursement

The ~~joint~~Company’s ~~venture~~customers ~~obtained~~typically ~~the~~rely on ~~FDA~~reimbursement ~~510k~~from ~~regulatory~~government ~~approval~~healthcare ofprograms, ~~Attrius~~including ~~Cardiac~~Medicare ~~PET~~and inMedicaid, ~~April~~as ~~2009~~well as private third-party payers. Accordingly, demand for the Company’s products and services is influenced by coverage determinations and reimbursement levels established by these payers.

~~Research~~Third-party reimbursement is subject to extensive federal, state, and ~~Development~~local regulation, as well as evolving private payer policies. Coverage and payment criteria are often subject to interpretation and may be modified from time to time. Variability in payer requirements, including contracting, accreditation, and ownership or leasing structures, may affect the ability of healthcare providers to obtain reimbursement for imaging services and may influence the adoption of certain business models.

~~The~~Medicare ~~Company’s~~reimbursement ~~research and development expenses were approximately $471~~policies,~~000~~ ~~and~~administered ~~$564,000~~by the Centers for ~~the~~Medicare ~~years~~& ~~2014~~Medicaid ~~and 2013~~Services, ~~respectively.~~establish ~~The~~standards ~~research~~for ~~and~~the ~~development activities~~payment ~~have been focused on development~~ of ~~radiopharmaceutical~~diagnostic ~~delivery~~imaging ~~systems and regulatory and quality systems compliance required to offer radiopharmaceuticals~~services, ~~radiochemicals and radioisotopes into the marketplace. We continue to improve and/or customize~~including ~~our~~requirements ~~radiopharmaceutical~~related ~~equipment~~ to ~~fit~~medical itnecessity, tobilling ~~new products and meet unique user requirements. There have been significant resources allocated in the initial start up~~practices, ~~preparation, licensure~~ and ~~regulatory~~provider ~~compliance of the Company’s radiopharmaceutical manufacturing and radioisotope production facilities~~qualifications. These ~~research~~policies ~~and~~may ~~development~~include ~~activities are costly and critical to the~~limitations ~~Company’s~~on ~~ability~~reimbursement ~~to maintain~~methodologies, ~~develop~~such ~~and~~as ~~improve~~restrictions ~~its~~on ~~“state of~~ the ~~art”~~mark-up ~~products.~~of ~~The~~diagnostic ~~Company’s~~tests, ~~inability to~~which ~~conduct such activities in the future~~ may ~~have~~impact aprovider ~~material adverse effect on the Company’s business as a whole~~economics.

~~Patent~~The Company believes reimbursement trends are generally supportive of advanced imaging modalities, ~~Trademarks~~including PET and ~~Royalty~~PET-CT. ~~Arrangements~~Under the Medicare Physician Fee Schedule, myocardial perfusion PET imaging reimbursement has been established at approximately $2,250 per study in the outpatient setting for recent periods, reflecting recognition of the clinical value of PET imaging. In addition, reimbursement frameworks have evolved to support higher-value imaging procedures, including the classification of certain PET/CT procedures into higher ambulatory payment categories and, in certain cases, separate reimbursement for radiopharmaceuticals.

~~The~~At ~~Company~~the ~~has~~same ~~three~~time, ~~(3)~~reimbursement ~~patents~~for alternative ~~covering~~modalities, ~~the~~including ~~solid-state~~SPECT ~~quantum~~imaging, ~~photodetector~~may ~~technology~~be ~~and~~subject ~~configuration~~to ofongoing ~~imaging~~pressure ~~apparatus~~due ~~and~~to ~~systems,~~bundling ~~one~~methodologies ~~(1)~~and ~~patent~~resource-related ~~for~~constraints. ~~PET~~These ~~radiopharmaceuticals~~dynamics ~~infusion~~may ~~and~~influence ~~shielding~~provider ~~device~~decision-making and. ~~one~~contribute ~~(1) patent pertaining~~ to ~~specific~~broader ~~features~~adoption of ~~the~~PET-based ~~Company’s automated radiopharmaceutical system~~imaging.

AsAny ofreduction ~~December~~in 31coverage or reimbursement levels for PET, ~~2014~~PET-CT, weor ~~hold trademark~~SPECT ~~registrations~~procedures, inor ~~the~~adverse ~~United~~changes ~~States~~in ~~for~~applicable ~~the~~regulations ~~following~~or ~~marks:~~payer ~~Positron®~~policies, ~~Attrius®~~could have a material adverse effect on the Company’s business, ~~PosiRx®~~financial condition, ~~PosiStar®~~results of operations, ~~Tech-Assist®~~ and ~~Pulse~~cash ~~CDC™~~flows."

The Company seeks to protect its trade secrets and proprietary know-how through confidentiality agreements with its employees and consultants. The Company requires our employees, consultants and advisors to enter into a confidentiality agreement containing provisions prohibiting the disclosure of confidential information to anyone outside the Company, and requiring disclosure to the Company of any ideas, developments, discoveries or investigations conceived during service and the assignment to the Company of patents and proprietary rights to such matters related to the business and technology of the Company. Despite any measures taken to protect our intellectual property, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary.7

~~Product Liability and Insurance~~Manufacturing

~~Medical~~The ~~device~~Company’s ~~companies~~manufacturing ~~are~~strategy combines ~~subject~~internal todesign acapabilities ~~risk of product liability~~ and ~~other~~proprietary ~~liability~~processes ~~claims~~with instrategic ~~the~~outsourcing ~~event~~to ~~that~~support ~~the~~cost ~~use~~efficiency ofand ~~their products results in personal injury claims~~scalability. The Company’s ~~carries~~PET ~~the~~and ~~appropriate~~PET-CT ~~commercial~~imaging ~~and~~systems ~~business~~are ~~insurances~~co-manufactured ~~coverage~~through toits ~~mitigate~~partner, ~~this~~Neusoft ~~risk.~~Medical ~~The~~Systems, ~~Company~~at its development ~~has~~and ~~not~~manufacturing ~~experienced~~facilities ~~any~~in ~~product~~Shenyang, ~~liability~~China, ~~claims~~including tothrough ~~date~~affiliated entities.

~~Employees~~The Company expects to continue utilizing third-party manufacturing and sourcing arrangements for certain components and processes to enhance operational efficiency and manage production costs. The Company performs select activities, including subassembly, system configuration, performance testing, and packaging and labeling, at its facilities and, in certain cases, at customer sites. The Company also provides connectivity and integration solutions, including system configuration and implementation support.

AsThe ofCompany ~~December~~and ~~31,~~its ~~2014~~third-party manufacturing partners are subject to applicable regulatory requirements, including the U.S. Food and Drug Administration (“FDA”) Quality ~~Company~~System ~~employed~~Regulation, 19as ~~full-time~~well ~~employees.~~as ~~None~~other offederal, ~~the~~state, ~~Company’s~~and ~~employees~~international ~~are~~standards, ~~represented~~including bythose aapplicable ~~union~~within the European Union.

~~Available~~Research ~~Information~~and Development

~~Positron~~The ~~Corporation~~Company isconducts ~~required to~~its ~~file~~research ~~annual, quarterly~~ and ~~special~~development activities ~~reports,~~in ~~proxy~~collaboration ~~statements and other information~~ with ~~the~~its ~~Securities~~strategic ~~and~~partner, ~~Exchange~~Neusoft ~~Commission (“SEC”).~~Medical ~~Investors may read and copy any document that Positron Corporation files~~Systems, ~~including~~which ~~this~~provides ~~Annual~~expertise ~~Report~~in ~~on Form 10-K, at~~ the ~~SEC’s Public Reference Room at 450 F Street~~design, ~~N.W.~~engineering, ~~Washington, DC 20549. Investors may obtain information~~ onand ~~the~~manufacturing ~~operation~~ of ~~the~~advanced ~~Public~~medical ~~Reference~~imaging ~~Room~~systems. byThis ~~calling~~collaboration enables the ~~SEC~~Company atto ~~1-800-SEC-0330.~~leverage Inestablished ~~addition~~technical capabilities, ~~the~~development ~~SEC maintains an Internet site at http://www.sec.gov that contains reports~~infrastructure, ~~proxy~~ and ~~information~~manufacturing ~~statements~~resources ~~and~~in ~~other~~support ~~information~~of ~~regarding~~its ~~issuers that~~PET ~~file~~and ~~electronically~~PET-CT ~~with~~product ~~the SEC, from which investors can electronically access Positron’s SEC filings~~portfolio.

8The Company’s research and development efforts are focused on the enhancement of existing systems and the development of next-generation imaging technologies designed to address evolving clinical and operational requirements. Areas of focus include system performance, workflow efficiency, software capabilities, and expanded clinical applications.

~~ITEM~~The ~~1A.~~Company ~~Risk~~believes ~~Factors~~that its collaborative approach to research and development supports efficient product development timelines and access to advanced technologies, positioning it to respond to changes in clinical practice and market demand within nuclear cardiology and related imaging fields.

~~Risk~~Regulatory ~~Associated~~Testing ~~with~~and ~~Business Activities~~Evaluation.

~~History~~The ~~of Losses. To date, the~~ Company’s ~~has~~next-generation ~~been~~PET-CT ~~unable to sell its products in quantities sufficient to be operationally profitable. Consequently~~system, the ~~Company has sustained substantial losses. During the year ended December 31~~Affinity™, ~~2014,~~is ~~the~~currently ~~Company~~undergoing ~~had~~required asafety ~~net~~and ~~loss~~performance oftesting ~~approximately $3,678,000~~in ~~compared~~support ~~to a net loss~~ of ~~approximately~~its ~~$7,104,000 during 2013~~U.S. AtFood ~~December~~and ~~31,~~Drug ~~2014, the Company had an accumulated~~Administration ~~deficit~~(“FDA”) ofregulatory ~~approximately $127,110,000~~submission. ~~There~~This ~~can~~testing ~~be no assurances that the Company will ever achieve the level of revenues needed to be operationally profitable in the future and if profitability~~ is ~~achieved,~~being ~~that~~conducted ~~it will be sustained. Due to the limited number of products that have been sold~~ in ~~each~~collaboration ~~fiscal~~with ~~period~~Intertek, ~~the~~an ~~Company’s~~internationally ~~revenues have fluctuated, and may likely continue to~~recognized ~~fluctuate significantly from quarter to quarter and from year to year. The opinion of the Company’s~~ independent ~~auditors for~~testing ~~the year ended December 31, 2013 expressed doubt as to the Company’s ability to continue as a going concern. The Company will need to obtain additional capital~~ and ~~increase~~certification ~~product sales to become profitable~~organization.

~~Recruiting and Retention of Qualified Personnel.~~ The ~~Company’s~~evaluation ~~success~~process isincludes ~~dependent to~~ a ~~significant~~range ~~degree upon the efforts~~ of ~~its~~assessments ~~executive~~designed ~~officers~~to ~~and~~validate ~~key~~compliance ~~employees.~~with ~~The~~applicable ~~loss~~regulatory ~~or unavailability of the services of any of its key personnel could have a material adverse effect on the Company. The Company’s success is also dependent upon its ability to attract~~ and ~~retain~~industry ~~qualified~~standards, ~~personnel in~~including ~~all~~electrical ~~areas of its business~~safety, ~~particularly management~~electromagnetic compatibility, ~~research~~ and ~~development,~~system ~~sales and marketing and engineering~~performance. ~~There~~These ~~can be~~evaluations noare ~~assurance~~intended ~~that the Company will be able~~ to ~~continue~~confirm tothe ~~hire~~safety ~~and retain a sufficient number~~ of ~~qualified personnel. If~~ the ~~Company~~ issystem ~~unable~~for toboth ~~retain~~patients and operators, ~~attract~~as ~~such~~well ~~qualified~~as ~~personnel,~~ its ~~business,~~ability ~~operating~~to ~~results~~function ~~and~~reliably ~~cash~~within ~~flows~~a ~~could~~clinical ~~be adversely affected~~environment.

~~Working~~Due ~~Capital. The~~to ~~Company~~certain ~~had~~physical ~~cash~~characteristics ~~and cash equivalents~~ of ~~approximately $208~~the system,~~000~~ atincluding ~~December~~patient ~~31,~~table ~~2014. The Company utilized $433~~configuration,~~000~~ ~~proceeds from~~portions ~~issuance~~ of ~~convertible debt and $1,000,000 proceeds from~~ the ~~sale~~testing ofhave ~~common~~been ~~stock~~conducted ~~for~~at ~~equity to fund operating activities during~~ the ~~year ended December 31, 2014. The~~ Company’s ~~had~~facility ~~accounts~~rather than ~~payable~~in ~~and accrued liabilities of approximately $849,000 and~~ a ~~negative~~standard ~~working~~laboratory ~~capital of approximately $1,967,000~~setting. The ~~Company~~testing ~~believes~~process ~~that~~involves itsimulation ~~may~~of ~~continue~~both totypical ~~experience~~ operating ~~losses~~ conditions and ~~accumulate~~stress scenarios ~~deficits in the foreseeable future. If we are unable~~ to ~~obtain~~evaluate ~~financing~~system toperformance ~~meet our cash needs we may have to severely limit or cease our business activities or may seek protection from our creditors~~ under ~~the~~a ~~bankruptcy~~variety ~~laws~~of conditions.

~~Penny Stock Rules. If the shares of the Registrant's common stock are listed on~~ The ~~Nasdaq~~Company Stock Market or certain other national securities exchanges and the price thereof is below $5.00, then subsequent purchases of such securities will be subject to the requirements of the penny stock rules absent the availability of another exemption. The SEC has ~~adopted~~worked ~~rules~~collaboratively ~~that regulate broker-dealer practices in connection~~ with ~~transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other~~its ~~than~~internal ~~securities~~engineering ~~registered~~and onservice ~~certain national securities exchanges or quoted on The Nasdaq Stock Market). The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document required by the SEC~~teams, totechnical ~~provide~~personnel ~~the~~from ~~customer~~its ~~with~~strategic ~~current bid~~partner ~~and~~Neusoft ~~offer~~Medical ~~quotations for the penny stock~~Systems, ~~the compensation of the broker-dealer~~ and ~~its~~Intertek ~~salesperson in the transaction, monthly~~representatives ~~account statements showing the market value of each penny stock held in the customer's account,~~ to ~~make~~complete ~~a special written determination that~~ the ~~penny~~required ~~stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction~~evaluations. ~~These~~ ~~disclosure~~The ~~requirements~~Company ~~may~~believes ~~have~~it ~~the~~is ~~effect~~nearing completion of ~~reducing~~this ~~the~~phase ~~level~~ of ~~trading~~testing ~~activity~~and incontinues ~~the~~to ~~secondary market for a stock~~advance ~~that~~toward ~~becomes~~its ~~subject~~regulatory ~~to the penny stock rules~~objectives.

A Small Number of Large Stockholders and Thinly Traded Market. A small number of our current stockholders hold a substantial number of shares of our common stock that they may sell in the public market. In addition, our common stock is thinly traded and any significant sales of our common stock may cause volatility in our common stock price. Sales by our current stockholders of a substantial number of shares, or the expectation that such sale may occur, could significantly reduce the market price of our common stock. We have also registered all shares of common stock that we may issue under our employee benefit plans. Accordingly, these shares can be freely sold in the public market upon issuance, subject to restrictions under the securities laws. If any of these stockholders cause a large number of securities to be sold in the public market, the sales could reduce the trading price of our common stock. These sales also could impede our ability to raise capital in the future.8

~~In addition~~Patents, ~~these~~Trademarks ~~stockholders, acting together, will be able to significantly influence all matters requiring approval by our stockholders, including the election of directors~~ and ~~the~~Intellectual approval of mergers or other business combination transactions. The interests of this group of stockholders may not always coincide with our interests or the interests of other stockholders, and they may act in a manner that advances their best interests and not necessarily those of other stockholders. As a result of their actions, or inaction our stock price may decline.Property

9As of the date of this filing, the Company holds trademark registrations in the United States for, among others, Positron®, Attrius® and Affinity PET-CT™.

~~Substantial Competition and Effects of Technological Change.~~ The ~~industry in which the~~ Company isseeks ~~engaged is subject~~ to ~~rapid~~protect ~~and~~its ~~significant~~intellectual ~~technological~~property ~~change.~~through ~~There~~a ~~can~~combination beof notrademark ~~assurance that Company’s systems can be upgraded to meet future innovations in the industry or that new technologies will not emerge~~rights, ortrade ~~existing~~secret ~~technologies will not be improved~~protections, ~~which~~and ~~would~~contractual ~~render~~arrangements. ~~the~~The Company’s ~~products obsolete~~requires orits ~~non-competitive. Many of our competitors enjoy significant competitive advantages over us~~employees, ~~including: greater name~~ ~~recognition; greater financial~~consultants, ~~technical~~ and ~~service~~advisors ~~resources; established relationships with healthcare professionals; established distribution networks; additional lines of products and the ability~~ to ~~offer~~enter ~~rebates~~into orconfidentiality ~~bundle products to offer discounts or incentives;~~ and ~~greater~~proprietary ~~resources~~rights ~~for~~agreements ~~product development and sales and marketing. In addition, there can be no assurance~~ that ~~other~~restrict ~~established medical~~the ~~imaging~~disclosure ~~companies, any~~ of ~~which~~confidential information ~~would~~and ~~likely~~provide ~~have~~for ~~greater resources than~~ the ~~Company,~~assignment ~~will~~to ~~not enter~~ the ~~market. There can be no assurance that the~~ Company ~~will~~of beinventions, ~~able~~developments, toand ~~compete~~other ~~successfully~~intellectual ~~against~~property ~~any~~created in ofconnection ~~its~~with ~~competitors~~their service.

The ~~downturn~~Company inrelies ~~the U.S. economy. Our revenues may be significantly impacted by the downturn~~ in ~~the~~part ~~U.S.~~on ~~economy.~~trade ~~The~~secrets ~~slowing economy may~~and ~~also~~proprietary ~~drive~~know-how ~~greater pricing pressures from our competition, increase the rate at which we lose business, or lead~~ to ~~disruptions in~~maintain ~~our~~its ~~supply~~competitive ~~chain,~~position. ~~any~~These ofprotections ~~which~~are ~~would~~intended ~~impede our ability~~ to ~~become~~safeguard ~~profitable.~~technical ~~Further~~information, ~~we cannot assure you that an improvement~~processes, inand ~~economic~~other ~~conditions~~proprietary ~~will~~assets ~~result~~related into anthe ~~immediate,~~Company’s ifbusiness atand ~~all positive, improvement in our operating results or cash flows~~technology.

~~Dependence~~Despite ~~upon~~these ~~third-party suppliers~~measures, ~~and~~there ~~the~~can ~~availability~~be ofno ~~certain radiopharmaceuticals. We rely on a limited number of third parties to manufacture~~assurance ~~and~~that ~~supply~~such ~~certain~~protection ~~key~~will ~~components of our products. Alternative sources of production and supply may not~~ be ~~readily~~adequate ~~available. We have also outsourced production of PET systems~~ to aprevent ~~single~~unauthorized ~~contract~~use ~~manufacturer.~~or Ifdisclosure ~~a disruption in the availability~~ of ~~parts, or in~~ the ~~operations~~Company’s ofintellectual ~~these suppliers were to occur, our business could be materially affected~~property. ~~For this reason, we have backup~~Third ~~plans~~parties inmay ~~place~~seek ~~that are designed~~ to ~~prevent~~copy ~~delays~~or inotherwise ~~production.~~obtain Ifand ~~these~~use ~~plans~~proprietary ~~are unsuccessful~~information, ~~delays in the production of systems for an extended period of time could cause the loss of revenue,~~ which could ~~significantly~~adversely ~~harm~~affect ~~our business and results of operations. Our equipment involves~~ the ~~use of certain radiopharmaceuticals. If there are disruptions in the supply of these~~Company’s ~~radiopharmaceuticals,~~competitive ~~that will cause us to cancel services that would otherwise be provided~~position. ~~If there is an inadequate supply of the necessary radiopharmaceuticals, we may be unable to sell our equipment, and our business may be harmed.~~

NoProduct ~~Assurance~~Liability ~~of Market Acceptance. The Company’s systems involve new technology that competes with more established technologies. The purchase~~ and installation of our system involves a significant capital expenditure on the part of the purchaser. A potential purchaser of our system must have an available patient base that is large enough to provide the utilization rate needed to justify such capital expenditure. There can be no assurance that the Company’s systems will be accepted by the target markets, or that the Company’s sales of systems will increase or that the Company will be profitable.Insurance

~~Patents and Proprietary Technology.~~ The Company ~~holds~~is ~~certain~~subject ~~patent and trade secret rights relating~~ to ~~various~~risks ~~aspects~~associated ~~of its technologies, which~~with ~~are~~product ofliability ~~material importance to the Company~~ and ~~its~~other ~~future~~claims ~~prospects.~~that ~~Any patents we have obtained or do obtain~~ may bearise ~~challenged by~~from ~~re-examination or otherwise invalidated or eventually found unenforceable. Both~~ the ~~patent~~use ~~application process and the process~~ of ~~managing~~its ~~patent~~medical ~~disputes can be time consuming and expensive~~devices. ~~Competitors~~Such ~~may~~claims ~~attempt to challenge or invalidate our patents, or~~ may beinvolve ~~able~~allegations ~~to design alternative techniques or devices that avoid infringement~~ of ~~our patents, or develop products with functionalities~~personal ~~that~~injury ~~are comparable to ours. In the event a competitor infringes upon our patent~~ or other ~~intellectual~~adverse ~~property~~outcomes ~~rights,~~related ~~litigation~~ to enforce our intellectual property rights or to defend our patents against challenge, even if successful, could be expensive and time consuming and could require significant time and attention from our management. Furthermore, there can be no assurance that the Company’s products ~~will not infringe on any patents of others~~. ~~We may not have sufficient resources to enforce our intellectual property rights or to defend our patents against challenges from others.~~

InThe ~~addition,~~Company ~~the~~maintains ~~Company~~commercial ~~requires~~general liability ~~each~~and ofother ~~its~~insurance ~~consultants~~coverage tothat ~~enter~~it ~~into~~believes ais ~~confidentiality~~appropriate ~~agreement~~for ~~designed~~its tooperations ~~assist~~and inindustry. ~~protecting~~While the Company’s ~~proprietary~~has not experienced ~~rights.~~any ~~There~~product liability claims to date, there can be no assurance that ~~these~~such ~~agreements~~claims will ~~provide~~not ~~meaningful~~arise ~~protection or adequate remedies for the Company’s trade secrets or proprietary know-how~~ in the ~~event~~future ~~of unauthorized use~~ or ~~disclosure of such information, or~~ that ~~others will not~~existing ~~independently~~insurance ~~develop~~coverage ~~substantially~~will ~~equivalent~~be ~~proprietary~~sufficient ~~information and techniques or otherwise gain access~~ to ~~the~~fully ~~Company’s trade~~mitigate ~~secrets~~potential ~~and proprietary know-how~~liabilities.

We Use Products that are Highly Regulated. In July 2011, Bracco Diagnostics Inc. voluntarily recalled its CardioGen-82 generator after the U.S. Food and Drug Administration (“FDA”) found that certain patients who had undergone PET imaging scans with rubidium chloride injected from CardioGen-82 generator, the radioactive drug injected into a patient to evaluate the functions of the heart, received excessive yet non-harmful amounts of the radiopharmaceutical. The recall was lifted in or about January 2012 and adversely affected the Company’s operations. There can be no assurance that another, similar incident or a voluntary recall will not occur which would adversely affect the Company’s business, financial conditions results of operations and cash flows.Employees

~~Government~~As ~~Regulation. We~~of ~~are directly, or indirectly through our clients, subject to extensive regulation by both~~ the ~~federal~~date government and the states in which we conduct our business including: the federal Medicare and Medicaid anti-kickback laws, other Medicare laws, regulations, rules, manual provisions, and policies that prescribe the requirements for coverage and payment for services performed by us and our DIS customers; the federal False Claims statutes; the federal Health Insurance Portability and Accountability Act of ~~1996, or~~this ~~HIPAA; the Stark Law; the Federal Food~~filing, ~~Drug and Cosmetic Act; federal and state radioactive materials laws; state food and drug and pharmacy laws and regulations; state laws that prohibit~~ the ~~practice~~Company ~~of medicine by non-physicians and fee-splitting arrangements~~employed ~~between~~10 ~~physicians and non~~full-~~physicians;~~time ~~state~~employees. ~~scope-~~None of~~-practice~~ ~~laws; and federal rules prohibiting~~ the ~~mark-up~~Company’s ofemployees ~~diagnostic tests to Medicare under certain circumstances. If our customers~~ are ~~unable~~represented orby ~~unwilling~~a ~~to comply with these statutes, regulations, rules and policies, utilization rates of our services and products will decline and our business will be harmed~~union.

10Available Information

WePositron ~~maintain~~Corporation ais ~~compliance~~required ~~program~~ to ~~identify~~file annual, quarterly and ~~correct~~special ~~any~~reports, ~~compliance~~proxy ~~issues~~statements and ~~remain~~other ininformation ~~compliance~~ with ~~all~~the ~~applicable~~Securities ~~laws~~and Exchange Commission (“SEC”). Investors may read and copy any document that Positron Corporation files, toincluding ~~train~~this ~~employees~~Annual Report on Form 10-K, toat ~~audit~~the ~~and~~SEC’s ~~monitor~~Public ~~our~~Reference ~~operations,~~Room ~~and~~at to450 ~~achieve~~F ~~other~~Street, ~~compliance~~N.W., ~~goals~~Washington, DC 20549. ~~Like~~Investors ~~most~~may ~~companies~~obtain ~~with~~information ~~compliance~~on ~~programs,~~the weoperation ~~occasionally~~of ~~discover~~the Public ~~compliance~~Reference ~~concerns~~Room by calling the SEC at 1-800-SEC-0330. In ~~such cases~~addition, wethe ~~take~~SEC ~~responsive~~maintains ~~action~~an ~~including~~Internet ~~corrective~~site ~~measures~~at http://www.sec.gov that contains ~~when~~reports, ~~necessary.~~proxy ~~There~~and ~~can~~information bestatements noand ~~assurance that~~other ~~our~~information ~~responsive~~regarding ~~actions~~issuers ~~will~~that ~~insulate~~file uselectronically with the SEC, from ~~liability~~which ~~associated~~investors ~~with~~can ~~any~~electronically ~~detected~~access ~~compliance~~Positron’s ~~concerns~~SEC filings.

IfItem our past or present operations are found to be in violation of any of the laws, regulations, rules or policies described above or the other laws or regulations to which we or our customers are subject, we may be subject to civil and criminal penalties, damages, fines, exclusion from federal or state health care programs, or the curtailment or restructuring of our operations1A. ~~Similarly,~~Risk if our customers are found to be non-compliant with applicable laws, they may be subject to sanctions, which could have a negative impact on us. If we are excluded from federal or state health care programs, our customers who participate in those programs could not do business with us. Any penalties, damages, fines, curtailment or restructuring of our operations would adversely affect our ability to operate our business and our financial results. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business, and damage our reputation.Factors

~~All~~Investing ~~laws~~in ~~and~~our ~~regulations,~~common ~~including~~stock involves a high ~~those~~degree ~~specifically~~of ~~applicable~~risk. toYou should consider carefully the ~~Company~~risks, ~~are~~uncertainties ~~subject~~and toother ~~change.~~factors ~~The~~described ~~Company~~below, ~~cannot~~in ~~predict~~addition ~~what~~to ~~effect~~the ~~changes~~other information set forth in ~~laws~~this ~~and regulations~~Form ~~might~~10-K, ~~have~~before onmaking ~~its~~an ~~business~~investment decision. ~~Failure~~Any toof ~~comply~~these ~~with~~risks, ~~applicable~~uncertainties ~~laws~~ and ~~regulatory~~other ~~requirements~~ factors could ~~have~~materially ~~material adverse~~and ~~effect~~adversely onaffect ~~the~~our ~~Company’s~~ business, financial ~~conditions~~condition, results of operations, ~~and~~ cash flows or prospects. In that case, the market price of our common stock could decline, and you may lose all or part of your investment in our common stock. See also “Cautionary Statement Regarding Forward-Looking Statements.”

Further, sales of medical devices outside the country may be subject to foreign regulatory requirements. These requirements vary widely from country to country. There is no assurance that the time and effort required to meet those varying requirements may not adversely affect Positron’s ability to distribute its systems in some countries.9

NoRisk ~~Dividends.~~Associated ~~The Company~~with ~~has~~Business ~~never paid cash dividends on its common stock and does not intend to pay cash dividends on its common stock in the foreseeable future.~~Activities

~~ITEM~~History 1Bof Losses. To ~~Unresolved~~date, the ~~Staff~~Company ~~Comments~~has been unable to sell its products in quantities sufficient to be operationally profitable. Consequently, the Company has sustained substantial losses. During the year ended December 31, 2025, the Company had a net loss of $10,603,392 compared to a net loss of $2,379,092 for the year ended December 31, 2024. At December 31, 2025, the Company had an accumulated deficit of $144,937,079. There can be no assurances that the Company will ever achieve the level of revenues needed to be operationally profitable in the future and if profitability is achieved, that will be sustained.

~~None~~Going concern. The Company does not expect to generate sufficient revenues and positive cash flows from operations sufficiently to meet its current obligations. However, the Company may seek to raise debt or equity-based capital at favorable terms, though such terms are not certain.

~~ITEM~~These 2factors 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. ~~Properties~~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.

~~The~~Strategic ~~Company owns approximately 2,000 square feet of office space in Westmont, Illinois which it uses for corporate and administrative offices.~~Initiatives

OnManagement’s ~~April~~strategic ~~19,~~plans ~~2010,~~are ~~the~~focused ~~Company~~on ~~entered~~advancing ~~into a lease agreement (~~the ~~“Lease”)~~Company’s ~~with~~operational ~~GMA properties~~execution, ~~LLC,~~expanding aits ~~New~~market ~~York~~presence, ~~limited liability company (the “Lessor”) for PET parts~~ and ~~service~~enhancing ~~and~~long-term ~~Clinical~~shareholder ~~and Technical Cardiovascular PET Training Institute~~value. Key ~~The~~elements ~~amount~~ of ~~leased~~the ~~space~~Company’s atstrategy ~~this location~~include inthe ~~Niagara, New York is approximately 3,125 square feet.~~following:

~~The~~Operational ~~Company has a month to month operating lease for its remaining Houston operations where the Company maintains inventory at times. Monthly rent for the facility is $1,000.~~Execution

~~On July 7, 2011, the Company entered into an operating lease with a third party for space for medical device assembly and warehousing at a building in Fishers, Indiana.~~ The Company ~~will be required~~ intends to ~~make~~further ~~monthly~~develop ~~payments~~and ofexecute $its ~~$5,287~~business ~~from December 1~~operations, ~~2013~~including ~~through~~scaling ~~November~~commercial 30activities, ~~2016.~~supporting ~~The amount~~product ~~of leased space at this location is approximately 9~~deployments,~~761 square feet. In March 2015, the Company and the landlord agreed~~ ~~to a termination of the lease~~ and ~~vacation~~enhancing oforganizational ~~the~~capabilities ~~premises~~to ~~effective~~support ~~April~~anticipated ~~30, 2015~~growth.

OnExpansion ~~December 5, 2011, MIT entered into an operating lease with a third party for space for warehousing at a building~~ in ~~Lubbock,~~Nuclear ~~Texas. The Company is on a month to month lease basis, requiring monthly payments of $ 1,475.~~Cardiology

~~ITEM~~The 3Company is focused on expanding its presence in nuclear cardiology through the continued commercialization of its PET-CT imaging systems. These ~~Legal~~systems ~~Proceedings~~are designed to provide advanced clinical capabilities, including improved diagnostic performance and workflow efficiency, supporting broader adoption among nuclear cardiology practices.

OnExpansion ~~June~~into 8,Oncology ~~2012, the owner of the radiopharmaceutical manufacturing facility the Company formerly leased in Crown Point, Indiana commenced an action to recover the use of the premises~~ and ~~the~~Additional ~~remaining rent due under the lease. On November 14, 2012, the owner was awarded a judgment against the Company in the amount~~Clinical of $85,525.98 plus interest at the rate of 8%. The Company and the owner agreed to monthly payments in the minimum amount of $5,000 until the judgment is paid in its entirety. Upon determination of the disposition of the Company’s security deposit, the terms of the judgment will be completed.Applications

11The Company plans to expand into the oncology imaging market through its next-generation PET-CT systems, which are designed to support multi-disciplinary imaging applications. The Company believes these systems offer a combination of performance, compact design, and cost efficiency that may be attractive to hospitals and imaging centers seeking to broaden their diagnostic capabilities.

InStrategic ~~May,~~Partnerships ~~2013, the Company was served with a First Amended Complaint in action commenced against its former CEO~~ and ~~principal~~Business shareholder. The plaintiff in the action is seeking to enforce a judgment against the former CEO and principal shareholder and is seeking to have the Company’s Westmont, Illinois offices, which it purchased from the former CEO, reconveyed. The related party defendants have disputed the basis of the judgment and the Company has denied the allegations in the Complaint and is defending the action. The Plaintiff recently filed a motion to amend its complaint to seek the return of $1,917,000 of the funds invested by Solaris, plus interest, from the Company. The motion has not yet been heard by the court.Development

On October 8, 2014, the Company accepted service of a Summons and Complaint in an action commenced by the Securities and Exchange Commission (the “Commission), in the United States District Court for the Southern District of Florida. The ~~complaint alleges the Company’s former Chairman,~~ ~~CEO and principal stockholder and the~~ Company ~~engaged~~intends ~~in fraudulent activity~~ to ~~manipulate~~pursue ~~the~~strategic ~~Company’s~~relationships ~~stock. The complaint alleges that the former CEO was involved in compensating a confidential informant, who was a former consultant to the Company, $1,000 to encourage interest~~ and ~~buying~~partnership inopportunities ~~the Company’s stock. The Commission's complaint alleges~~ that ~~the~~may ~~defendants~~enhance ~~violated Section~~its ~~10(b)~~market ~~of the Securities Exchange Act of 1934~~position, asexpand ~~amended (the “Exchange Act”) and Rules 10b-5(a) and 10b-5(c).~~distribution ~~The Commission is seeking injunctions from future violations and civil money penalties against the Company. Without admitting or denying the allegations in the complaint~~capabilities, ~~the Company entered into a settlement with the Commission~~ and ~~agreed~~support ~~not~~product todevelopment ~~violate Section 10(b)~~ and ~~Rule~~commercialization ~~10b-5(a) and (c) of the Exchange Act and to have the determination of any monetary penalty be decided in a judicial hearing, which has not yet been scheduled~~efforts.

~~From~~Capital ~~time~~Markets to time, we are a party to legal proceedings arising in the ordinary course of business. We are not currently a party to any other legal proceedings that we believe could have a material adverse effect on financial condition or results of operations.Strategy

~~ITEM~~The 4Company plans to pursue an uplisting to a more prominent public market, subject to meeting applicable listing requirements. ~~Mine~~The ~~Safety~~Company ~~Disclosure~~believes that such an uplisting may enhance visibility, improve access to capital, and broaden its investor base.

~~Not~~Recruiting ~~applicable~~and Retention of Qualified Personnel. The Company’s performance is dependent, in part, on the continued services of its executive officers and other key personnel. The loss or unavailability of any such individuals could adversely affect the Company’s operations, business development activities, and strategic initiatives.

~~ITEM 5. Market for Common Equity and Related Stockholder Matters~~10

~~Market~~The ~~Information~~Company’s future growth also depends on its ability to attract, develop, and retain qualified personnel across all areas of its business, including management, research and development, engineering, sales, and marketing. Competition for skilled personnel in these areas is significant, particularly within the medical technology industry.

~~The~~While the Company’s ~~common~~seeks ~~stock is~~to ~~currently~~maintain ~~traded~~a qualified and ~~quoted~~capable onworkforce, ~~the~~there ~~NASDAQ~~can ~~OTC~~be ~~Bulletin~~no ~~Board~~assurance ~~under~~that it will be successful in attracting or retaining personnel with the ~~symbol~~requisite experience ~~POSC~~and expertise. ~~See~~The ~~“Item~~inability 1.to ~~Description~~recruit ofor ~~Business~~retain such personnel could have a material adverse effect on the Company’s –business, ~~Risks~~financial ~~Associated~~condition, ~~with~~results ~~Business~~of ~~Activities~~operations, and cash flows.”

Working Capital. The ~~following~~Company ~~range~~had cash and cash equivalents of ~~the~~approximately ~~high and~~$2,520,466 ~~low~~at ~~reported~~December ~~closing~~31, ~~sales~~2025. ~~prices~~The ~~for~~Company utilized $10,000,000 proceeds from the ~~Company’s~~sale of common stock ~~for~~to ~~each~~fund ~~quarter~~operating inactivities ~~2014~~during the year ended December 31, 2025. The Company had current liabilities of $2,402,141 and ~~2013~~positive working capital of $937,045 ~~all~~at asDecember ~~reported~~31, on2025. The Company believes ~~the~~that ~~NASDAQ~~it ~~OTC~~may ~~Bulletin~~continue ~~Board~~to experience operating losses and accumulate deficits in the foreseeable future. ~~These~~If ~~quotations~~we ~~reflect~~are ~~interdealer~~unable ~~prices,~~to ~~without~~obtain financing ~~retail~~to ~~mark-up~~meet our cash needs, ~~mark-down~~we may have to severely limit or ~~commission~~cease ~~and~~ our business activities or may ~~not~~seek ~~represent~~protection ~~actual~~from ~~transactions~~our creditors under the bankruptcy laws.

	2014				2013
	High		Low		High		Low
First Quarter	$	0.0100	$	0.0040	$	0.0100	$	0.0070
Second Quarter	$	0.0085	$	0.0042	$	0.0100	$	0.0070
Third Quarter	$	0.0060	$	0.0038	$	0.0075	$	0.0030
Fourth Quarter	$	0.0044	$	0.0012	$	0.0053	$	0.0030

Requirements associated with being a reporting company will increase our costs significantly, as well as divert significant company resources and management attention.

~~Holders~~We are now subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or the other rules and regulations of the SEC, or any securities exchange relating to public companies. The Sarbanes-Oxley Act of 2002, as amended, or Sarbanes-Oxley, as well as rules subsequently adopted by the SEC to implement provisions of Sarbanes-Oxley, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Further, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC has adopted additional rules and regulations in these areas, such as mandatory “say on pay” voting requirements that apply to us. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the way we operate our business in ways we cannot currently anticipate. Compliance with the various reporting and other requirements applicable to public companies requires considerable time and attention of management. We cannot assure you that we will satisfy our obligations as a public company on a timely basis.

~~There~~We ~~were~~expect ~~approximately~~the 4rules and regulations applicable to public companies to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. If these requirements divert the attention of our management and personnel from other business concerns,~~200~~ ~~shareholders~~they could have a material adverse effect on our business, financial condition, and results of ~~common~~operations. The increased costs will decrease ~~stock~~our net income or increase our net loss and may require us to reduce costs in other areas of our business or increase the prices of our products or services. In addition, as a public company, it may be more difficult or more costly for us to obtain certain types of ~~March~~insurance, 31including directors’ and officers’ liability insurance, ~~2015~~and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified personnel to serve on our board of directors, our board committees, or as executive officers.

~~Dividends~~Penny Stock Rules. If the shares of the Registrant’s common stock are listed on The Nasdaq Stock Market or certain other national securities exchanges and the price thereof is below $5.00, then subsequent purchases of such securities will be subject to the requirements of the penny stock rules absent the availability of another exemption. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on The Nasdaq Stock Market). The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document required by the SEC, to provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer’s account, to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules.

Dividends payable to common shareholders, if any, will be contingent upon our revenues and earnings, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of our Board of Directors. We presently intend to retain all earnings, if any, for use in our business operations.11

12If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

~~Description~~As a public company, we will be subject to the reporting requirements of ~~Securities~~the Exchange Act, the Sarbanes-Oxley Act and the requirements of the OTC Markets. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems and resources.

~~Number~~The Sarbanes-Oxley ofAct requires, ~~Authorized~~among other things, that we maintain effective disclosure controls and ~~Outstanding Shares~~procedures, and internal control over financial reporting. ~~The~~We are ~~Company's~~continuing ~~Certificate~~to ofdevelop ~~Formation,~~and asrefine ~~amended,~~our ~~authorizes~~disclosure ~~the~~controls ~~issuance~~and ofother ~~9,000,000,000~~procedures ~~shares~~that ofare ~~common~~designed ~~stock,~~to ~~$0.0001~~ensure that information ~~par~~required ~~value~~to ~~per~~be ~~share~~disclosed (by us in the ~~“Common~~reports ~~Stock”),~~that ofwe ~~which~~will 5file with the U.S. Securities and Exchange Commission (SEC) is recorded,~~554~~ processed,~~695,123~~ ~~shares~~summarized ~~were~~and ~~outstanding~~reported onwithin ~~December~~the ~~31,~~time ~~2014~~periods specified in SEC rules and forms. ~~All~~We are also continuing to improve ofour ~~the~~internal ~~outstanding~~control ~~shares~~over financial reporting. We have expended, and anticipate that we will continue to expend significant resources in order to maintain and improve the effectiveness of ~~Common~~our ~~Stock~~disclosure ~~are~~controls ~~fully~~and ~~paid~~procedures and ~~non-assessable~~internal control over financial reporting.

~~Voting~~Our ~~Rights.~~current ~~Holders~~controls ofand ~~shares of~~any ~~Common~~new ~~Stock~~controls ~~are~~that we ~~entitled~~develop tomay ~~one~~become ~~vote~~inadequate ~~for~~because ~~each~~of ~~share~~changes ~~held~~in ofconditions ~~record~~in onour ~~all~~business, ~~matters~~including toincreased becomplexity ~~voted~~resulting onfrom our byinternational ~~the shareholders~~expansion. ~~Accordingly~~Further, ~~the~~ ~~holders~~weaknesses of in ~~excess~~our ofdisclosure ~~50%~~controls ofor ~~the~~our ~~aggregate~~internal ~~number~~control ofover ~~shares~~financial ofreporting ~~Common~~may be ~~Stock~~discovered ~~outstanding~~in ~~will~~the befuture. ~~able~~Any failure to ~~elect~~develop ~~all~~or ofmaintain ~~the directors~~effective ofcontrols, ~~the~~or ~~Company~~any ~~and~~difficulties toencountered ~~approve~~in their implementation or ~~disapprove~~improvement, ~~any~~could ~~other~~harm ~~matter~~our ~~submitted~~operating results or cause us to afail ~~vote~~to ofmeet ~~all~~our ~~shareholders.~~reporting ~~The~~obligations ~~holders~~and ofmay result in a restatement of our ~~Common~~financial ~~Stock~~statements ~~are~~for ~~entitled~~prior periods. Any failure to ~~receive~~implement ~~ratably~~and ~~such~~maintain ~~dividends,~~effective ifinternal ~~any,~~control asover ~~may~~financial reporting becould ~~declared~~also byadversely affect the ~~Board~~results of ~~Directors~~management ~~out~~reports ofand ~~funds legally~~independent ~~available.~~registered Wepublic ~~have~~accounting ~~not~~firm ~~paid~~audits of ~~any~~our ~~dividends~~internal ~~since~~control ~~our~~over ~~inception,~~financial ~~and~~reporting that we ~~presently~~will ~~anticipate~~eventually ~~that~~be ~~all~~required ~~earnings,~~to ifinclude ~~any,~~in our periodic reports that will be ~~retained~~filed ~~for~~with ~~development~~the ofSEC. ~~our~~Ineffective ~~business.~~disclosure ~~Any~~controls ~~future~~and ~~disposition~~procedures, ofand ~~dividends~~internal ~~will~~control beover atfinancial ~~the~~reporting ~~discretion~~could ofalso cause ~~our~~investors ~~Board~~to oflose ~~Directors and~~confidence ~~will~~in ~~depend~~our ~~upon,~~reported ~~among~~financial and other ~~things~~information, ~~our~~which ~~future~~would ~~earnings,~~likely ~~operating~~have ~~and~~a ~~financial~~negative ~~condition,~~effect ~~capital~~on the ~~requirements,~~market ~~and~~price ~~other factors~~of our common stock.

~~Other~~A Small Number of Large Stockholders and Thinly Traded Market. A ~~Holders~~small number of ~~Common~~our ~~Stock~~current stockholders hold a substantial number of shares of our ~~have~~common nostock ~~cumulative~~that ~~voting~~they ~~rights~~may sell in the public market. ~~Holders~~In addition, our common stock is thinly traded, and any significant sales of ~~Common~~our ~~Stock~~common ~~have~~stock nomay ~~preemptive~~cause ~~rights~~volatility toin ~~purchase~~our common stock price. Sales by our current stockholders of a substantial number of shares, or the ~~Company's~~expectation ~~Common~~that ~~Stock~~such sales may occur, could significantly reduce the market price of our common stock. ~~There~~We have ~~are~~also noregistered ~~conversion~~all ~~rights~~shares orof ~~redemption~~common orstock ~~sinking~~that ~~fund~~we ~~provisions~~may ~~with~~issue ~~respect~~under our employee benefit plans. Accordingly, these shares can be freely sold in the public market upon issuance, subject to restrictions under the ~~Common~~securities ~~Stock~~laws. If any of these stockholders cause many securities to be sold in the public market, the sales could reduce the trading price of our common stock. These sales also could impede our ability to raise capital in the future.

~~Transfer~~In ~~Agent.~~addition, ~~Shares~~these ofstockholders, ~~Common~~acting together, ~~Stock~~will ~~are~~be ~~registered~~able atto ~~the~~significantly ~~transfer~~influence ~~agent~~all ~~and~~matters ~~are~~requiring ~~transferable~~approval atby ~~such~~our ~~office~~stockholders, byincluding the ~~registered~~election ~~holder~~of ~~(or duly authorized attorney)~~directors ~~upon~~and ~~surrender~~the approval of ~~the~~mergers ~~Common~~or ~~Stock~~other ~~certificate,~~business ~~properly~~combination ~~endorsed~~transactions. NoThe ~~transfer~~interests ~~shall~~of bethis ~~registered~~group ~~unless~~of ~~the~~stockholders ~~Company~~may isnot ~~satisfied~~always ~~that~~coincide ~~such~~with ~~transfer~~our ~~will~~interests ~~not~~or ~~result~~the ininterests aof ~~violation~~other ofstockholders, ~~any~~and ~~applicable~~they ~~federal~~may oract ~~state~~in ~~security~~a ~~laws.~~manner ~~The~~that ~~Company’s~~advances ~~transfer agent~~their ~~for~~best ~~its~~interests and ~~Common~~not ~~Stock~~necessarily isthose ~~Continental~~of ~~Stock~~other ~~Transfer~~stockholders. &As ~~Trust~~a ~~Company,~~result 17of ~~Battery~~their ~~Place~~actions, ~~8th~~or ~~Floor~~inaction, ~~New~~our ~~York,~~stock NYprice ~~10004, (212)~~may ~~509-4000~~decline.

~~Description~~Substantial Competition and Effects of ~~Preferred~~Technological Change. The ~~Stock~~industry in which the Company is engaged is subject to technological changes. There can be no assurance that Company’s systems can be upgraded to meet future innovations in the industry or that new technologies will not emerge, or existing technologies will not be improved, which would render the Company’s products obsolete or non-competitive. Many of our competitors enjoy significant competitive advantages over us, including greater name recognition; greater financial, technical and service resources; established relationships with healthcare professionals; established distribution networks; additional lines of products and the ability to offer rebates or bundle products to offer discounts or incentives; and greater resources for product development and sales and marketing. In addition, there can be no assurance that other established medical imaging companies, any of which would likely have greater resources than the Company, will not enter the market. There can be no assurance that the Company will be able to compete successfully against any of its competitors.

The Company’s Certificate of Formation, as amended, authorizes the issuance of 20,000,000 shares of preferred stock from time to time in one or more series. The Board of Directors is authorized to determine, prior to issuing any such series of preferred stock and without any vote or action by the shareholders, the rights, preferences, privileges and restrictions of the shares of such series, including dividend rights, voting rights, terms of redemption, the provisions of any purchase, retirement or sinking fund to be provided for the shares of any series, conversion and exchange rights, the preferences upon any distribution of the assets of the Company, including in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, and the preferences and relative rights among each series of preferred stock. The Board of Directors has designated the following series of preferred stock:12

~~(i) 7,900,000~~The ~~shares~~downturn ofin ~~Series A~~the 8%U.S. ~~Convertible Redeemable Preferred Stock (“Series A”), of which 447,652 shares are outstanding December 31, 2014~~economy. Our ~~Holders~~revenues ~~of the Series A have no voting rights but~~ may ~~vote~~be onsignificantly aimpacted ~~converted~~by ~~basis~~the ondownturn ~~any~~in ~~matter~~the ~~requiring~~U.S. ~~shareholder vote~~economy. The ~~Series A~~slowing iseconomy ~~senior~~may toalso ~~the~~drive ~~Company’s~~greater ~~Common~~pricing pressures ~~Stock~~from inour ~~liquidation.~~competition, ~~While~~increase the ~~Series~~rate Aat iswhich ~~outstanding~~we orlose ~~any dividends thereon remain unpaid~~business, ~~no Common Stock dividends may be paid~~ or ~~declared~~lead byto ~~the~~disruptions ~~Company. The Series A may be redeemed~~ in ~~whole~~our orsupply ~~in part~~chain, ~~at the option of the Company, at~~ any ~~time subsequent to March 1998 at a price~~ of which ~~$1.46~~would ~~per~~impede ~~share~~our ~~plus~~ability ~~any undeclared and/or unpaid dividends~~ to ~~the~~become ~~date of redemption~~profitable. ~~Redemption~~Further, ~~requires~~we atcannot ~~least~~assure 30you ~~days~~that ~~advanced~~an ~~notice~~improvement ~~and~~in ~~notice~~economic ~~may~~conditions ~~only be given if the Company’s~~will ~~Common~~result ~~Stock~~in ~~has~~an ~~closed~~immediate, ~~above~~if ~~$2.00~~at ~~per~~all ~~share~~positive, ~~for~~improvement ~~the~~in ~~twenty~~our ~~consecutive~~operating ~~trading~~results ~~days~~or ~~prior~~cash ~~to the notice~~flows.

~~(ii) 9,000,000~~Dependence ~~shares~~upon ~~of Series~~third-party ~~B Preferred Stock (“Series B”), of which 262,485 shares are outstanding December 31, 2014. Holders of the Series~~suppliers B are entitled to 1 votes per share on all matters requiring shareholder vote. Each share of Series B, $1.00 par value, is convertible into 1 shares of the Company’s Common Stock. The Series B is senior to the Company’s Common Stock and ~~junior in priority to~~ the ~~Company’s~~availability ~~Series A in liquidation. While the Series B is outstanding, no Common Stock dividends may be paid or declared by the Company. The Series B may be redeemed in whole or in part, at the option~~ of ~~the~~certain ~~Company, at any time at a price of $1~~radiopharmaceuticals.~~00 per share.~~

~~(iii) 100,000~~We ~~Series~~rely Son ~~Convertible Preferred~~a ~~Stock~~limited ~~(“Series~~number ~~S”),~~ of ~~which~~third ~~there~~parties to ~~were~~manufacture noand ~~shares~~supply ~~outstanding~~certain ~~December~~key ~~31,~~components ~~2014. Each share~~ of ~~Series~~our Sproducts, ~~$1.00~~ ~~par~~including ~~value~~our ~~per~~molecular ~~share,~~imaging issystems. ~~convertible~~We ~~into~~have ~~10,000~~outsourced ~~shares~~ production of ~~the~~our ~~Company’s~~molecular ~~Common~~imaging ~~Stock,~~systems ~~subject~~ to ~~adjustment.~~a ~~The~~single ~~Series S~~contract ismanufacturer. ~~senior~~Although towe ~~the~~believe ~~Company’s~~alternative ~~Common~~sources ~~Stock~~of ~~and~~supply ~~junior~~are inavailable, transitioning ~~priority~~ to ~~the~~an ~~Company’s~~alternative ~~Series~~supplier Awould ~~and~~require ~~Series~~a Bramp-up inperiod ~~liquidation. Holders~~during ofwhich ~~the~~production ~~Series~~could Sbe ~~Preferred~~delayed ~~Stock~~or ~~are~~interrupted. The ~~entitled~~components toand ~~10,000~~supplies ~~votes~~we ~~per~~source ~~share~~are onnot ~~all~~unique ~~matters~~or ~~requiting~~custom, ~~shareholder~~which ~~vote.~~we ~~While Series~~believe Smitigates, isbut ~~outstanding~~does nonot ~~Common~~eliminate, ~~Stock~~this ~~dividends may be paid or declared by the Company~~risk.

~~(iv) 15,000,000~~If ~~Series~~a ~~H Convertible~~disruption ~~Preferred~~in ~~Stock~~the ~~(“Series~~availability ~~H”),~~ of parts ~~which~~or ~~there~~in ~~were~~the nooperations ~~shares~~of ~~outstanding~~any ~~December 31, 2014. Each share~~ of ~~Series~~ H,our ~~$0.01~~suppliers ~~par~~were ~~value~~to ~~per share~~occur, isour ~~convertible~~business ~~into~~could ~~shares~~be ofmaterially ~~the~~adversely ~~Company’s~~affected. ~~Common~~We ~~Stock~~have backup atplans adesigned ~~rate equal~~ to ~~the~~prevent ~~number of~~delays ~~shares~~in ofproduction; ~~the~~however, ~~Series~~there Hcan ~~Preferred~~be ~~Stock~~no ~~being~~assurance ~~converted~~that ~~multiplied~~these byplans ~~the~~will ~~Original~~be ~~Issuances Price of $0~~successful.~~01 and divided by seventy~~ ~~percent~~Extended ~~(70%)~~delays ofin the ~~daily~~production ~~weighted~~of ~~volume~~our ~~average~~systems ~~price~~could ~~for~~result ~~the~~in ~~three~~a ~~trading~~loss ~~days~~of ~~prior~~revenue, towhich ~~conversion.~~could ~~The~~significantly ~~Series~~harm Hour ~~Preferred~~business ~~Stock~~and isresults ~~entitled to two hundred (200) votes per share~~ of ~~the Series H Preferred Stock on all matters which holders of Common Stock are entitled to vote~~operations.

13No Assurance of Market Acceptance. The Company’s systems involve new technology that competes with more established technologies. The purchase and installation of our system involve a significant capital expenditure on the part of the purchaser. A potential purchaser of our system must have an available patient base that is large enough to provide the utilization rate needed to justify such capital expenditure. There can be no assurance that the Company’s systems will be accepted by the target markets, or that the Company’s sales of systems will increase or that the Company will be profitable.

~~Penny~~Proprietary ~~Stock~~Technology. The Company ~~Rules~~holds certain trade secret rights relating to various aspects of its technologies, which are of material importance to the Company and its future prospects. Competitors may be able to design alternative techniques or devices with functionalities that are comparable to ours. In the event a competitor infringes upon our intellectual property rights, litigation to enforce our intellectual property rights, even if successful, could be expensive and time consuming and could require significant time and attention from our management. Furthermore, there can be no assurance that the Company’s products will not infringe on any patents of others. We may not have sufficient resources to enforce our intellectual property rights or to defend ourselves against challenges from others.

~~The~~In ~~Securities~~addition, ~~and~~the ~~Exchange~~Company ~~Commission has~~requires ~~also~~each ~~adopted~~of ~~rules~~its ~~that~~consultants to ~~regulate~~enter ~~broker-dealer~~into ~~practices~~a inconfidentiality ~~connection~~agreement ~~with~~designed ~~transactions~~to assist in ~~penny~~protecting ~~stocks.~~the ~~Penny~~Company’s ~~stocks~~proprietary ~~are generally~~rights. ~~equity~~There ~~securities~~can ~~with~~be no aassurance ~~price~~that ofthese ~~less~~agreements ~~than~~will ~~$5.00~~provide ~~(other~~meaningful ~~than~~protection ~~securities~~or ~~registered~~adequate onremedies ~~certain~~for ~~national~~the ~~securities~~Company’s ~~exchanges~~trade secrets or ~~quoted~~proprietary onknow-how in the ~~NASDAQ~~event ~~system~~of unauthorized use or disclosure of such information, ~~provided~~or that ~~current~~others ~~price~~will ~~and~~not ~~volume~~independently develop ~~information~~substantially ~~with~~equivalent ~~respect~~proprietary toinformation ~~transactions~~and intechniques ~~such~~or ~~securities is~~otherwise ~~provided~~gain byaccess to the ~~exchange~~Company’s ortrade ~~system)~~secrets and proprietary know-how.

~~Our~~Government ~~shares~~ Regulation. We are ~~considered~~directly, ~~penny~~or indirectly through our clients, subject to extensive regulation by both the federal government and the states ~~stock~~in ~~under~~which we conduct our business including: the ~~Securities~~federal Medicare and ~~Exchange~~Medicaid ~~Act.~~anti-kickback ~~The~~laws, ~~shares~~other ~~will~~Medicare ~~remain~~laws, ~~penny~~regulations, rules, ~~stocks~~manual ~~for~~provisions, and policies that prescribe the ~~foreseeable~~requirements ~~future.~~for ~~The~~coverage ~~classification~~and payment for services performed by us and ofour ~~penny~~DIS ~~stock~~customers; ~~makes~~the itfederal ~~more~~False ~~difficult~~Claims ~~for~~statutes; athe ~~broker-dealer~~federal toHealth ~~sell~~Insurance Portability and Accountability Act of 1996, or HIPAA; the ~~stock~~Stark ~~into~~Law; athe ~~secondary~~Federal ~~market~~Food, ~~which~~Drug ~~makes~~and itCosmetic ~~more~~Act; ~~difficult for~~federal aand ~~purchaser~~state toradioactive ~~liquidate~~materials ~~his/her~~laws; ~~investment.~~state ~~Any~~food ~~broker-dealer~~and drug ~~engaged~~and bypharmacy ~~the~~laws ~~purchaser~~and ~~for~~regulations; state laws that prohibit the ~~purpose~~practice of ~~selling~~medicine ~~his~~by ornon-physicians ~~her~~and fee-splitting arrangements ~~shares~~between inphysicians usand ~~will~~non-physicians; bestate ~~subject~~scope-of-practice tolaws; ~~Rules~~and ~~15g-1~~federal ~~through~~rules ~~15g~~prohibiting the mark-10up of ~~the~~diagnostic ~~Securities~~tests to ~~and~~Medicare ~~Exchange~~under ~~Act~~certain circumstances. ~~Rather~~If ~~than~~our ~~creating~~customers aare ~~need~~unable or unwilling to comply with ~~those~~these statutes, regulations, rules and policies, ~~some~~utilization ~~broker-dealers~~rates of our services and products will ~~refuse~~decline toand ~~attempt~~our tobusiness ~~sell~~will ~~penny~~be ~~stock~~harmed.

~~The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:~~13

·We ~~Contains~~maintain a ~~description~~compliance ofprogram ~~the~~to ~~nature~~identify and correct ~~level~~any ofcompliance ~~risk~~issues and remain in ~~the~~compliance ~~market~~with ~~for~~all ~~penny~~applicable ~~stock~~laws, into ~~both~~train ~~public~~employees, ~~offerings~~to audit and ~~secondary~~monitor ~~trading~~our operations, and to achieve other compliance goals. Like most companies with compliance programs, we occasionally discover compliance concerns. In such cases, we take responsive action including corrective measures when necessary. There can be no assurance that our responsive actions will insulate us from liability associated with any detected compliance concerns.

·If ~~Contains~~our apast ~~description~~or present operations are found to be in violation of any of the ~~broker's~~laws, regulations, rules or ~~dealer's~~policies ~~duties~~described toabove or the ~~customer~~other ~~and~~laws ofor ~~the~~regulations ~~rights~~to ~~and~~which ~~remedies~~we or ~~available~~our customers are subject, we may be subject to civil and criminal penalties, damages, fines, exclusion from federal or state health care programs, or the ~~customer~~curtailment or restructuring of our operations. Similarly, if our customers are found to be non-compliant with ~~respect~~applicable laws, they may be subject to sanctions, which could have a ~~violation~~negative ofimpact ~~such~~on ~~duties~~us. If we are excluded from federal or ~~other~~state ~~requirements~~health care programs, our customers who participate in those programs could not do business with us. Any penalties, damages, fines, curtailment or restructuring of ~~the~~our ~~Securities~~operations ~~Act~~would adversely affect our ability to operate our business and our financial results. Any action against us for violation of ~~1934~~these laws, aseven ~~amended~~if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business, and damage our reputation.

·All ~~Contains~~laws aand ~~brief~~regulations, ~~clear~~including those specifically applicable to the Company, ~~narrative~~are ~~description~~subject ofto achange. ~~dealer~~The ~~market,~~Company ~~including~~cannot ~~"bid"~~predict what effect changes in laws and ~~"ask"~~regulations ~~price~~might have ~~for~~on ~~the~~its ~~penny~~business. ~~stock~~Failure to comply with applicable laws and ~~the~~regulatory ~~significance~~requirements ofcould ~~the~~have ~~spread~~material ~~between~~adverse effect on the ~~bid~~Company’s business, financial conditions, results of operations and ~~ask~~cash ~~price~~flows.

·Further, ~~Contains~~sales aof ~~toll-free~~medical ~~telephone~~devices ~~number~~outside ~~for~~the ~~inquiries~~country may onbe ~~disciplinary~~subject ~~actions~~to foreign regulatory requirements. These requirements vary widely from country to country. There is no assurance that the time and effort required to meet those varying requirements may not adversely affect Positron’s ability to distribute its systems in some countries.

·No ~~Defines~~Dividends. The ~~significant~~Company ~~terms~~has never inpaid ~~the~~cash ~~disclosure~~dividends ~~document~~on orits incommon ~~the~~stock ~~conduct~~and ofdoes ~~trading~~not ~~penny~~intend ~~stocks~~to pay cash dividends on its common stock in the foreseeable future.

·Evaluation ~~Contains~~of ~~such~~Disclosure ~~other~~and ~~information~~Controls and Procedures. We iscarried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange ~~such~~Act Rules ~~form~~13a - 15(~~including~~c) ~~language~~and 15d - 15(e)). Based upon that evaluation, ~~type~~our principal executive and financial officer concluded that, ~~size~~as of December 31, 2025 and ~~format~~2024 our disclosure controls and procedures were not effective, (1) asto ensure that information required to be disclosed by us in reports that we file or submit under the Exchange ~~Securities~~Act is recorded, processed, summarized and ~~Exchange~~reported, ~~Commission~~within ~~shall~~the ~~require~~time periods specified in the SEC’s rules and forms and (2) to ensure that information required to be disclosed by ~~rule~~us in the reports that we file or ~~regulation~~submit under the Exchange Act is accumulated and communicated to us, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The ~~broker-dealer~~term ~~also~~disclosure ~~must~~controls ~~provide,~~and procedures means ~~prior~~controls and other procedures of an issuer that are designed to ~~effecting~~ensure ~~any~~that ~~transaction~~information required to be disclosed by the issuer in athe ~~penny~~reports ~~stock~~that it files or submits under the Exchange Act (15 U.S.C. 78a, et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s 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 ~~customer:~~reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

·Our ~~The~~management, ~~bid~~including our principal executive officer and ~~offer~~principal ~~quotations~~financial ~~for~~officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the ~~penny~~objectives ~~stock~~of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

~~· The compensation of the broker-dealer and its salesperson in the transaction.~~14

·Because ~~The~~we are a small company with a limited number of employees, there is an inherent issue of ~~shares~~segregation toof ~~which~~duties ~~such~~as ~~bid~~experienced ~~and~~by ~~ask~~all ~~prices~~small ~~apply,~~companies. orOur ~~other~~independent ~~comparable~~outside financial ~~information~~consultant ~~relating~~assists tous ~~the~~with ~~depth~~our bookkeeping and ~~liquidity~~reporting ofrequirements ~~the~~and ~~market~~is ~~for~~segregated ~~such~~from ~~stock~~our operations and management.

·Because ~~Monthly~~of ~~account~~inherent ~~statements~~limitations ~~showing~~in all control systems, internal control over financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the ~~market~~registrant ~~value~~have been detected. Also, projections of ~~each~~any ~~penny~~evaluation ~~stock~~of ~~held~~effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the ~~customer's~~degree ~~account~~of compliance with the policies or procedures may deteriorate.

InMaterial ~~addition,~~weakness the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.identified:

~~Recent~~● ~~Sales~~The Company recognizes that due to its limited number of ~~Unregistered~~personnel, ~~Securities~~there are inherent challenges in achieving complete segregation of duties within the financial reporting process. Management continues to evaluate opportunities to enhance internal controls to mitigate these challenges and identifying and accounting for complex transactions.

~~During~~● ~~the~~The ~~fiscal years ended December 31, 2014, 2013, and 2012, the~~ Company ~~issued~~had ~~the~~not ~~following~~documented ~~securities~~its ~~exempt~~risk ~~from~~assessment ~~the~~or ~~registration~~entity ~~requirements~~level ofcontrols ~~the Securities Act pursuant to Section 4(2) of the Securities Act. No underwriting~~ or ~~other~~formalized ~~compensation~~our ~~was~~review ~~paid~~level ~~in connection with these transactions:~~controls.

~~2014~~We cannot assure you that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the control deficiencies that led to our material weaknesses in our internal controls over financial reporting or that they will prevent or avoid potential future material weaknesses. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal controls over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our annual or interim financial statements.

OnAny ~~December~~failure ~~22,~~to ~~2014~~implement ~~the~~and ~~Company~~maintain effective internal ~~amended~~controls ~~its~~over ~~Certificate~~financial ofreporting ~~Formation~~also tocould ~~amend~~adversely affect the ~~number~~results of ~~its~~periodic ~~authorized~~management ~~shares~~evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of ~~common~~our ~~stock,~~internal ~~par~~controls ~~value~~over $0financial reporting that we will eventually be required to include in our periodic reports that are filed with the SEC.~~0001~~ ~~per~~Ineffective ~~share~~disclosure controls toand ~~9,000,000,000~~procedures and ~~preferred~~internal ~~shares~~controls over financial reporting could also cause investors to 20lose confidence in our reported financial and other information,~~000,000,~~ ~~$0.0001~~which ~~per~~would ~~share~~likely have a negative effect on the trading price of common stock.

InItem ~~May 2014, the Company issued an aggregate of~~ 2~~,267,524,440 shares of Common Stock~~. 2,015,524,440 shares were issued as a result of conversion of convertible promissory notes in the original aggregate amount of $5,403,000, and aggregate of 2,000,000 shares from the conversion of 20,000 shares of the Company’s Series B Convertible Preferred Stock into Common Stock, 250,000,000 shares from the conversion of 25,000 shares of the Company’s Series S Convertible Redeemable Preferred Stock.Properties

14On July 8, 2025, the Company entered into a lease agreement (the “Lease”) with GSMS 2015-GC34 Commerce Court LLC, a New York limited liability company (the “Lessor”) for the Company’s corporate headquarters, systems showroom, parts warehouse and testing facility. The amount of leased space at this location in North Tonawanda, New York is approximately 6,000 square feet.

OnThe ~~June~~Company ~~25,~~has ~~2014,~~a ~~the~~month ~~Company’s former~~to ~~CEO~~month ~~converted~~operating ~~10,000,000~~lease for ~~shares~~its ofHouston office where the Company’s ~~Series~~tests Hcomponents ~~preferred~~and ~~stock~~maintains toinventory ~~277,777,777~~parts. ~~shares~~Monthly ofrent ~~common~~on ~~stock~~the facility is $1,000.

OnItem ~~June~~3. ~~25,~~Legal ~~2014, the CFO converted 2,500,000 shares of the Company’s Series H preferred stock to 69,444,444 shares of common stock.~~Proceedings

~~On June 25, 2014, the Company issued 10,000,000 shares of common stock for current and future consulting services~~None.

InItem ~~August 2014, the Company issued an aggregate of 726,400,200 share of Common Stock~~4. ~~116,666,667~~Mine ~~shares~~Safety were issued as a result of conversion of convertible promissory notes in the original aggregate amount of $350,000, and aggregate of 276,400,200 shares from the conversion of 2,764,000 shares of the Company’s Series B Convertible Preferred Stock into Common Stock, and sold 333,333,333 shares for $1,000,000.Disclosures

InNot ~~October 2014, the Company issued an aggregate of 751,000,000 shares of Common Stock~~applicable. 1,000,000 shares from the conversion of 10,000 shares of the Company’s Series B Convertible Preferred Stock into Common Stock, 750,000,000 shares from the conversion of 75,000 shares of the Company’s Series S Convertible Redeemable Preferred Stock.

~~2013~~15

OnPART December 6, 2013, the Company issued a Convertible Debenture in the amount of $2,500,000, due on December 31, 2014, without interest and convertible into shares of the Company’s Common Stock at the rate of the daily weighted volume average price of the three trading days prior to a conversion, multiplied by 0.55.II

OnMarket April 11, 2013, the Company accepted subscriptions from Patrick Rooney, its Chairman and Chief Executive Officer, and Corey N. Conn, its Chief Financial Officer in the amounts of $500,000 and $250,000 respectively for an aggregate investment of $750,000. In consideration of these subscriptions, the Company issued 7,500,000 shares of its newly created Series H Junior Convertible Preferred Stock, par value $0.01 per share (the “Series H Preferred Stock”).Information

OnThe ~~April~~Company’s ~~12,~~common ~~2013,~~stock ~~the~~is ~~Company~~currently traded ~~issued~~and ~~621,000~~quoted ~~shares~~on ofthe ~~common~~OTC ~~stock~~Markets ~~for~~under ~~consulting~~the ~~services~~symbol “POSC”.

~~2012~~Holders of Record

OnAs ~~October~~of December 31, ~~2012~~2025, ~~the~~there ~~Company issued~~were ~~two~~547 ~~convertible debentures to Patrick G. Rooney, its Chairman and Chief Executive Officer and Corey Conn Chief Financial~~holders ~~Officer, in the amount~~ of ~~$1,600,000. In Connection with this subscription, on November 13, 2012,~~ the Company’s ~~issued Mr. Rooney warrants to purchase 37,500,000 shares of~~ common stock ~~and Mr~~. ~~Conn warrants to purchase 10,500,000 shares of common stock all at the exercise price of $0.01 per share.~~

OnDividend September 10, 2012, the Company converted obligations totaling $35,605 into 10,000,000 shares of Common Stock. Of these shares, 6,666,667 shares were payable as of September 30, 2012 and were issued in October 2012.Policy

OnThe ~~August 31, 2012, the~~ Company ~~converted~~ ~~1,888,836~~has ~~shares~~not ofpaid ~~Series~~any Bdividends ~~Convertible~~to ~~Preferred Stock into 118,883,629 shares of Common Stock. Also on August 31,~~date ~~the~~and ~~Company~~has ~~issued~~no ~~2,000,000~~plans ~~shares~~ to ando ~~investor~~so ~~who~~in ~~had purchased shares during~~ the ~~three~~immediate ~~months ended June 30, 2012 and which were included in stock payable as of June 30, 2012~~future.

OnSecurities ~~August~~Authorized ~~21,~~for ~~2012,~~Issuance ~~the~~under ~~Company~~Equity ~~issued~~Compensation ~~1,000,000 shares of Common Stock to a vendor for services.~~Plans

On2021 ~~July~~Equity ~~17,~~Incentive 2012, the Company issued 1,000,000 shares of Common Stock to vendors for services rendered. The Company issued and additional 1,000,000 shares of Common Stock to a vendor for services rendered on July 18, 2012. Plan

15In May 2021, Positron’s Board of Directors (the “Board”) adopted the 2021 Equity Incentive Plan (“2021 Plan”). The plan authorizes issuance of a total of 10,000,000 options to purchase common stock shares. The purpose of the 2021 Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align their interests with those of the Company’s stockholders.

OnThe ~~June~~2021 ~~19,~~Plan ~~2012,~~provides for the ~~Company~~direct issuance ~~converted~~of 16Awards including stock options,~~667~~ ~~shares~~restricted stock awards and unrestricted stock awards. All of ~~Series~~the ACompany’s ~~Convertible~~employees, officers ~~Preferred~~and ~~Stock~~directors (including persons who have entered into ~~16,667~~an ~~shares~~agreement ofwith ~~Common~~the ~~Stock,~~Company ~~converted~~under ~~118,149~~which ~~shares~~they ~~of Series~~will Bbe ~~Convertible~~employed by ~~Preferred~~the ~~Stock~~Company ~~into~~in 11the future),~~814,878~~ ~~shares~~as well as all of ~~Common~~the ~~Stock,~~Company’s consultants and ~~converted~~advisors 18that are natural persons,~~200~~ ~~shares~~are eligible to the awards under the 2021 Plan. The administrator is authorized to determine the terms of ~~Series~~each Gaward ~~Convertible~~granted under the plan, ~~Preferred~~including ~~Stock~~the ~~into~~number 2of shares,~~020~~ exercise price,~~000~~ ~~shares~~term ofand ~~Common~~exercisability. Stock. Inand ~~addition,~~options ~~the~~may ~~Company~~be ~~issued~~granted 3for services rendered or to be rendered. A total of 10,~~970~~000,~~786~~000 shares of Common Stock tohas abeen ~~vendor~~ authorized for ~~settlement~~issuance ofunder ~~accounts~~the ~~payable~~2021 Plan.

OnAs of ~~June~~December 731, ~~2012~~2025, the Company ~~issued~~ 4was authorized to issue 10,000,000 ~~warrants~~stock inoptions. ~~connection~~During ~~with~~the ayear ~~Convertible~~ended ~~Debt~~we ~~issuance~~granted to5,150,000 stock aoptions, ~~lender~~leaving ~~to purchase Common Stock of the Company~~4,850,000 ~~which will~~available ~~expire~~to onbe ~~December 31, 2013~~granted.

OnRecent ~~May~~Sales ~~29, 2012, the Company converted 231,190 shares~~ of ~~Series~~Unregistered BSecurities; ~~Convertible Preferred Stock into 23,119,000 shares of Common Stock. The Company issued 18,181,181~~Use ~~, shares~~ of ~~Common~~Proceeds ~~Stock~~from ~~for~~Registered ~~repayment of related party convertible debt.~~Securities

OnDuring ~~May~~the ~~21,~~fiscal ~~2012,~~years ~~the~~ended ~~Company converted~~December 7331,~~226~~ ~~shares~~2025, 2024 ofand ~~Series B Convertible Preferred Stock into 7~~2023,~~322,636~~ ~~shares~~the ~~of Common Stock. The~~ Company ~~also~~issued ~~accepted subscriptions in~~ the ~~amount~~following ofsecurities ~~$130,000~~exempt ~~and~~from ~~issued~~the ~~15,000,000~~registration ~~shares~~requirements of ~~Common Stock. In connection with these issuances,~~ the Securities ~~Company~~Act pursuant ~~issued 13,000,000 warrants~~ to ~~investors~~Section to4(2) ~~purchase Common Stock~~ of the Securities ~~Company, which will expire on December 31, 2014~~Act. InNo ~~addition, the~~underwriting ~~Company~~or ~~issued~~other ~~175,000~~compensation ~~shares~~was ofpaid ~~Common~~in ~~Stock~~connection towith athese ~~vendor on May 21, 2012 for services rendered.~~transactions:

~~On May 20, 2012, the Company issued 2,000,000 warrants to an investor to purchase Common Stock of the Company, which will expire on December 31, 2013.~~2025

On ~~May~~December 723, ~~2012~~2025, the Company ~~issued 4,000,000~~entered ~~warrants~~into ina ~~connection~~Subscription Agreement with a ~~Convertible~~single ~~Debt~~unrelated ~~issuance~~third-party investor to ~~a Lender to~~ purchase ~~Common~~1,333,333 ~~Stock~~shares of the Company’s common stock, ~~which~~par ~~will expire~~value on$0.0001 ~~December~~per ~~31,~~share ~~2013~~for an aggregate purchase price of $2,000,000.

OnIn March ~~April 5~~2025, ~~2012,~~ the Company ~~converted~~ ~~634,000~~issued ~~shares~~an ofaggregate ~~Series B Convertible Preferred Stock into 63,400,000 shares~~ of ~~Common Stock. The Company also accepted subscriptions in the amount of $28~~8,000 ~~and issued 2~~,~~800,~~000 shares of Common Stock. Infor ~~connection with these Common Stock issuances,~~ the ~~Company also issued 3,100,000 warrants to~~ purchase ~~Common~~price ~~Stock~~ of ~~the Company~~$8, ~~which will expire on December 31~~000, ~~2013~~000. ~~Also on~~These ~~April 5, 2012, the Company issued 39,682,539~~ shares ~~of Common Stock for repayment of convertible debt, and issued 2,208,750~~ ~~shares~~were ofpurchased ~~Common~~by ~~Stock to~~ a ~~vendor~~principal ~~for settlement of accounts payable~~stockholder.

OnIn ~~March~~May 142025, ~~2012,~~ the Company ~~accepted~~ ~~subscriptions in the amount of $35,000 and~~ issued 3100,~~500,~~000 shares ~~of Common Stock. In connection with these issuances,~~ ~~the Company also issued 3,500,000 warrants to investors to purchase Common Stock~~ of ~~the~~common ~~Company,~~stock ~~which will expire on December 31, 2013, and extended the expiration date of 750,000 warrants which had expired~~ to ~~December~~a ~~31,~~consultant ~~2013.~~for ~~Also~~services ~~on March 14~~rendered, ~~2012, the~~having ~~Company~~a ~~issued~~fair ~~1,200,000~~value ~~shares~~ of ~~Common Stock to an employee for services valued at~~ $20177,000~~, and 600,000 shares of Common Stock to a vendor for services rendered~~.

On● ~~March~~In 1,October ~~2012~~2025, the Company converted ~~603~~435,~~711~~085 shares of Series BA ~~Convertible~~ Preferred Stock into ~~60,371,100 shares of Common Stock. Also on March~~ 1,101 ~~2012, the Company issued 3,000,000~~ shares of ~~Common~~common ~~Stock to a vendor for services~~stock.

On● ~~January~~In ~~20,~~October ~~2012~~2025, the Company ~~accepted~~ ~~subscriptions~~converted ~~in the amount of $50~~192,000 ~~and issued 5,000,000~~ shares of ~~Common~~Series ~~Stock.~~B InPreferred ~~connection with these Common~~ Stock ~~issuances,~~ ~~the~~into ~~Company also issued 5~~1,~~000,000~~101 ~~warrants~~shares ~~to purchase Common Stock~~ of ~~the~~common ~~Company,~~stock ~~which~~into ~~will expire on December 31~~60, ~~2013,~~009 ~~and~~shares ~~extended the expiration date~~ of ~~7,500,000~~common ~~warrants which had expired to December 31, 2013~~stock.

On January 19, 2012, the Company converted 1,923,223 shares of Series B Convertible Preferred Stock into 192,322,258 shares of Common Stock. Also on January 19, 2012, the Company accepted subscriptions in the amount of $100,000 and issued 27,000,000 shares of Common Stock. Additionally, the Company issued 10,000,000 warrants to investors to purchase Common Stock of the Company, which will expire on December 31, 2014, and extended the expiration dates of 30,000,000 warrants which had expired to December 31, 2014. Furthermore, on January 19, 2012, the Company issued 5,000,000 shares in connection with the acquisition of MIT and 76,261 shares of Common Stock were issued for royalties. On January 19, 2012, the Company issued 25,000,000 shares of Common Stock and a convertible debenture due on December 31, 2014, with interest at the rate of 8%, to a related party as the purchase price for the office space previously leased by the Company. In addition, the Company issued 35,000,000 warrants, which entitle the related party to purchase shares of the Company’s common stock of the Company, which will expire on December 31, 2014.16

~~On January 9, 2012, the Company issued 1,400,000 shares to a vendor for services.~~2024

~~Unless~~The ~~noted~~Company ~~above,~~issued ~~the sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and~~1, ~~accordingly~~500,000 weshares ~~believe that these transactions were exempt from the registration requirements~~ of ~~the~~common ~~Securities Act pursuant to Section 4(2) thereof and rules promulgated there under. Each of the above-referenced investors in our~~ stock ~~represented~~ ~~to us in connection with their investment that they were “accredited investors” (as defined by Rule 501 under the Securities Act) and were acquiring the shares~~ for ~~investment and not distribution, that they could bear~~ the ~~risks~~purchase ofprice ~~the investment and could hold the securities for an indefinite period~~ of ~~time~~$1,400,000. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

16The Company issued 500,000 shares of common stock to a consultant for services rendered, having a fair value of $525,000.

~~ITEM~~The 6.Company ~~Selected~~issued ~~Financial~~375,000 ~~Data~~shares of common stock in connection with the conversion of $300,000 of debt.

~~Not applicable for smaller reporting companies.~~2023

~~ITEM~~In 7.August ~~Management’s~~2023, ~~Discussion~~the ~~and~~Company ~~Analysis~~issued oran ~~Plan~~aggregate of 1,500,000 shares of ~~Operation~~common stock for the purchase price of $1,375,000.

~~The~~Unless ~~following~~noted ~~discussion~~above, ~~and analysis~~the sales of ~~our~~the ~~financial~~securities identified ~~condition~~above ~~and~~were ~~results~~made ofpursuant ~~operations~~to ~~should~~privately benegotiated ~~read~~transactions inthat ~~conjunction~~did ~~with~~not ~~our~~involve ~~selected~~a ~~financial~~public ~~data~~offering of securities and, ~~our~~accordingly, ~~financial~~we ~~statements~~believe ~~and~~that these transactions were exempt from the ~~accompanying~~registration ~~notes~~requirements ~~included~~of inthe Securities ~~this~~Act pursuant to ~~annual~~Section ~~report.~~4(2) ~~The~~thereof ~~following~~and ~~discussion~~rules ~~may~~promulgated ~~contain~~there ~~forward~~under. Each of the above-~~looking~~referenced investors in our stock represented to us ~~statements~~in connection with their investment that ~~reflect~~they ~~our~~were ~~plans,~~“accredited ~~estimates~~investors” (as defined by Rule 501 under the Securities Act) and ~~beliefs~~were acquiring the shares for investment and ~~involve~~not ~~risks~~distribution, ~~uncertainties~~that ~~and~~they ~~assumptions.~~could ~~Our~~bear ~~actual~~the ~~results~~risks of the investment and could ~~differ~~hold ~~materially~~the ~~from~~securities ~~those~~for ~~discussed~~an inindefinite ~~these~~period ~~forward-looking~~of ~~statements~~time. ~~Factors~~The investors received written disclosures that ~~could~~the ~~cause~~securities orhad ~~contribute~~not been registered under the Securities Act and that any resale must be made pursuant to ~~these~~a ~~differences include~~registration ~~those~~or ~~discussed~~an ~~below~~available ~~and~~exemption from ~~under~~such registration. All of the ~~headings~~foregoing ~~“Risk~~securities ~~Factors”~~are ~~and~~deemed ~~“Forward-Looking~~restricted securities for purposes of the Securities Act.

~~Statements.”~~Issuer Purchases of Equity Securities

~~Overview~~During 2025, the Company repurchased 4,000,000 shares of common stock for $2,500,000.

~~Positron~~Item ~~Corporation is a nuclear medicine healthcare company specializing in the field of cardiac Positron Emission Tomography (PET) imaging~~6. ~~Cardiac PET is the superior method in diagnostic nuclear imaging for the detection of coronary artery disease (CAD)~~[Reserved]

~~Positron~~Item 7. Management’s ~~products~~Discussion and ~~services~~ ~~enable~~Analysis ~~healthcare~~of ~~providers~~Financial toCondition ~~more accurately diagnose disease~~ and ~~improve~~Results patient outcomes, while practicing cost effective medicine. Positron is the only company that will provide an economical, end-to-end solution for PET myocardial perfusion imaging through complementary product integration of ~~PET imaging systems, radiopharmaceuticals, and radioisotopes.~~Operations

The ~~Company~~following ~~believes~~discussion ~~its~~and ~~unique~~analysis of our ~~proprietary~~financial ~~products~~condition, ~~market~~results ~~position~~of operations and ~~vertically~~cash ~~integrated~~flows ~~strategy~~should ~~will~~be ~~lead~~read toin ~~accelerated~~conjunction ~~adoption~~with ~~and~~the ~~growth~~financial ofstatements and the ~~cardiac~~related ~~PET~~notes ~~modality~~thereto included elsewhere in ~~the~~this ~~U.S.~~Annual ~~and~~Report ~~emerging~~on ~~markets~~Form 10-K. ~~Through~~The ~~leadership~~last ~~within~~day of our ~~field~~fiscal year is December 31. Our fiscal quarters end on March 31, ~~Positron~~June ~~intends~~30, toSeptember ~~gain~~30 aand ~~dominant~~December ~~market~~31. This discussion contains forward-looking statements based upon ~~position~~current ~~with~~expectations ~~strong~~that ~~earnings~~involve ~~potential,~~risks ~~ultimately~~and ~~becoming~~uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a ~~sustained~~result of various factors, ~~long-term~~including ~~value~~those ~~creator~~set ~~for~~forth ~~industry~~under ~~participants~~“Risk ~~and~~Factors” or in other ~~our~~parts ~~shareholders~~of this Annual Report on Form 10-K. See also “Cautionary Note Regarding Forward-Looking Statements” above.

~~The Company~~Overview

Positron, ~~a pioneer in cardiac PET,~~ is ~~well~~a ~~branded~~medical intechnology ~~the~~company ~~field~~that ~~of nuclear cardiology. Founded in 1983~~co-develops, ~~Positron has gained significant traction in the industry~~ ~~based~~manufactures, ~~on its imaging technology~~ and ~~strong~~sells ~~commitment~~positron ~~towards~~emission ~~advancing~~tomography ~~cardiac~~(“PET”) ~~care. Originally a research & development company, Positron’s business strategy has evolved~~ and ~~grown~~PET-computed ~~over~~tomography ~~the~~(“PET-CT”) ~~past several years. Positron has expanded from a medical~~ imaging ~~device~~systems. ~~manufacturer~~The toCompany’s aproducts ~~nuclear~~are ~~healthcare~~designed ~~company integrating the key components of the cardiac PET supply chain~~ to provide ~~an end~~high-~~to-end solution for the market. Led by an experienced management team~~performance, ~~Positron~~cost-effective ~~has~~molecular ~~become~~imaging asolutions ~~true business enterprise with~~that ~~strong~~support ~~recurring~~the ~~revenue~~diagnosis ~~generating~~and ~~business~~management ~~model~~of ~~scalable~~cardiovascular todisease ~~the~~and ~~global~~other ~~marketplace~~clinical conditions.

The Company ~~believes~~combines ~~that~~its ~~our~~imaging systems with clinical ~~unique~~and ~~products,~~technical ~~market~~support ~~position~~services, ~~and~~as ~~vertical~~well ~~integration~~as ~~strategy~~flexible ~~will~~financing ~~stabilize~~options, ~~and~~to ~~secure~~facilitate ~~the~~adoption ~~supply~~by ~~chain~~healthcare providers, ~~significantly reducing~~including ~~costs~~hospitals, ~~and~~outpatient ~~industry~~imaging ~~uncertainties~~centers, and ~~leading~~physician practices. The Company’s solutions are intended to ~~further~~support ~~adoption~~efficient clinical workflows, system reliability, and ~~growth~~broader ofaccess ~~the~~to ~~cardiac~~advanced ~~PET~~diagnostic ~~modality~~imaging technologies.

Positron believes it is the only commercial resource in the U.S. with practical knowledge and experience in all stages of Sr-82 production and generator lifecycle management. Positron seeks to secure both short and long-term supply of radioisotopes used in cardiac PET imaging. Currently, the Company is producing Active Pharmaceutical Ingredient (API) grade Sr-82 at its Lubbock, Texas, facility from strontium received from foreign irradiated source suppliers. The Company intends to further supplement strontium resources by pursuing additional supply agreements with all domestic and foreign irradiated source suppliers, requesting increases in production schedules from third party suppliers, and by recycling expired generators. Positron seeks to secure a long-term North America supply of medical radioisotopes for cardiac PET imaging by building and operating the world’s largest commercial high-energy/high-current cyclotron (70MeV) within the U.S. This 70 MeV cyclotron will be at the heart of providing a reliable, dependable, and indigenous supply of radioisotopes, stabilizing and building confidence in the PET market and nuclear medicine community overall. Securing and delivering a reliable supply of radioisotopes should also increase the demand for Positron’s complementary products.17

17The Company maintains a focus on cardiac PET imaging and is expanding its capabilities into additional clinical applications, including oncology and neurology. The Company’s systems are designed to support diagnostic accuracy, operational efficiency, and system utilization, which are important considerations for healthcare providers.

~~Positron’s~~The ~~business~~Company ~~strategy is~~believes tothat ~~gain~~its aintegrated ~~dominant~~approach, including ~~market~~product ~~share through the vertical integration of such key components: imaging technologies~~design, ~~clinical~~service ~~services~~offerings, ~~radiopharmaceutical~~ and ~~radioisotope~~pricing ~~processing~~strategy, ~~production,~~positions ~~and~~it ~~distribution.~~to ~~Positron~~participate ~~creates~~in ~~market~~the ~~efficiencies~~ongoing byadoption ~~integrating these~~of ~~critical~~PET ~~components~~and PET-CT imaging. ~~Positron~~The ~~intends~~Company tofurther ~~maximize~~believes ~~market~~that ~~share~~continued byadvancements ~~offering~~in ~~cost-effective~~clinical practice, ~~value~~radiopharmaceutical ~~added~~availability, and ~~solutions~~reimbursement todynamics ~~end-users that~~may ~~meet~~support ~~the~~increased ~~current~~utilization ~~and~~of ~~future~~PET-based ~~nuclear~~imaging ~~cardiology~~over ~~market demands~~time.

The Company believes its proprietary products and services, combined with its market positioning and strategic initiatives, may support increased adoption of cardiac PET vsand PET-CT imaging in the United States and selected international markets. ~~SPECT~~The Company’s strategy is focused on expanding its market presence, enhancing operational execution, and pursuing growth opportunities within the nuclear imaging sector. The Company believes that successful execution of this strategy may position it to strengthen its competitive standing and create long-term value for its customers and shareholders.

~~There~~The ~~are two main imaging modalities utilized in nuclear cardiology: Single Photon Emission Computed Tomography, or SPECT, and Positron Emission Tomography, or PET.~~Company

InPositron ~~myocardial~~Corporation ~~perfusion~~is ~~imaging, PET~~a ~~has~~medical ~~been~~technology ~~proven~~company focused toon bethe ~~superior~~advancement ~~in sensitivity~~ and ~~specificity~~commercialization ~~when~~of ~~compared~~positron toemission ~~SPECT,~~tomography ~~the more commonly utilized modality. Cardiac~~ (“PET”) ~~scans,~~and ~~with Rb~~PET-82computed ~~Chloride or Nitrogen-13 Ammonia~~ tomography (N“PET-13CT”), ~~result~~imaging insystems. aThe ~~lower~~Company ~~patient~~is ~~radiation~~dedicated ~~exposure~~to ~~and~~expanding ~~capable of~~the ~~performing~~adoption ~~superior~~of ~~quantitative measurements such as coronary flow reserve. Cardiac~~ PET imaging ~~has~~by ~~been~~providing ~~shown to provide a~~high-performance, ~~50%~~cost-effective ~~reduction~~solutions indesigned ~~invasive~~to ~~coronary~~improve ~~arteriography~~diagnostic ~~and coronary artery bypass grafting~~accuracy, ~~leading~~enhance topatient ~~a 30% costs savings and improved clinical~~ outcomes, ~~when~~and ~~compared~~support toefficient ~~SPECT~~healthcare (Mdelivery.~~E. Merhige, M.D., et al. Journal Nuclear Medicine 2007; 48:1069-1076).~~

The ~~cardiac~~Company ~~PET~~maintains ~~equipment~~a ~~market is~~strong ~~much~~focus ~~smaller~~on ~~than~~cardiac PET ~~SPECT~~imaging, ~~but~~which ~~has~~is ~~seen~~increasingly ~~significant~~recognized ~~annual~~as ~~growth~~a ofpreferred ~~30%~~modality ~~during~~in ~~the~~nuclear ~~last~~cardiology ~~decade.~~due ~~Based~~to onits ~~Company~~superior ~~estimates~~diagnostic ~~there~~capabilities. ~~were~~Positron’s ~~approximately~~solutions ~~170~~are ~~dedicated~~designed ~~cardiac~~to ~~PET~~support &the ~~PET/CT~~detection ~~scanners~~and ~~performing~~management ~~nuclear~~of ~~cardiology~~cardiovascular ~~within~~disease ~~the~~through ~~U.S.~~advanced inimaging technologies ~~2014,~~that aprovide ~~tenfold increase~~both ~~since~~functional ~~2006~~and physiological insights.

~~Barriers~~Positron’s current imaging portfolio includes the Attrius® PET system, which has been deployed across a range of clinical settings, supporting the Company’s established presence in nuclear cardiology. Building upon this foundation, the Company is preparing for the commercial introduction of its next-generation Affinity PET-CT 4D 64-slice imaging system, which is expected to ~~entry~~further enhance clinical performance, workflow efficiency, and system capabilities.

~~For~~The ~~many~~Affinity ~~years, one of the major constraints for adoption of this modality had been the high cost of~~ PET ~~and PET/~~-CT ~~scanners.~~system ~~Many~~is ~~practices~~designed ~~and~~to ~~hospitals could~~support ~~not~~multi-disciplinary ~~justify~~imaging ~~the~~applications, ~~cost~~including ofcardiology, aoncology, ~~new~~and ~~system for cardiac studies. In 2009~~neurology, ~~Positron~~and ~~received~~reflects ~~FDA~~the ~~clearance~~Company’s strategy to ~~market~~expand ~~and~~beyond ~~distribute~~ its ~~dedicated~~ ~~PET~~traditional ~~system,~~cardiac ~~which~~focus isinto ~~optimized~~broader ~~for~~molecular ~~nuclear~~imaging ~~cardiology~~markets. The ~~Attrius~~Company isbelieves that the ~~only new, cost effective, dedicated PET system~~introduction ~~available~~of onthis ~~the market. Other~~ system ~~manufacturers (GE~~, ~~Philips,~~subject ~~Siemens)~~to ~~offer~~regulatory ~~PET/CT cameras~~clearance, ~~which~~will ~~have~~position ait ~~200%-300%~~to ~~higher purchase~~address ~~price;~~evolving ~~PET/CT~~clinical ~~systems~~needs ~~also~~and ~~possess~~participate ~~attributes~~in ~~that may affect~~ the ~~accuracy~~growing demand offor aadvanced ~~perfusion~~PET-CT ~~study,~~imaging ~~leading to false positives~~solutions.

~~Another~~In ~~more~~addition ~~recent~~to ~~issue~~its ~~that has~~imaging ~~slowed~~systems, the ~~growth~~Company provides a range of ~~nuclear~~clinical, ~~cardiology~~technical, isand ~~the~~operational ~~shortage~~support ofservices ~~the~~intended ~~key~~to ~~drugs~~facilitate ~~utilized~~adoption inand ~~both~~optimize ~~SPECT~~system ~~(Mo-99/Tc-99m)~~utilization. These offerings include training, workflow integration, and ~~PET~~ongoing ~~imaging~~support designed to assist healthcare providers in implementing ~~(Sr~~and maintaining PET-~~82/Rb-82)~~based imaging programs.

The ~~Sr-82~~Company’s ~~isotope~~strategy ~~decays~~is tocentered ~~produce~~on ~~the Rb-82 tracer~~increasing ~~utilized~~accessibility into ~~cardiac~~ PET ~~studies.~~and RbPET-82CT isimaging ~~the~~through ~~most~~a ~~commonly~~combination ~~used~~of ~~cardiac~~technology ~~PET~~development, ~~tracer~~cost-efficient insystem ~~the~~design, ~~United~~and ~~States~~flexible commercial models. The ~~FDA~~Company ~~approved~~believes ~~Rb-82 in~~that ~~1989~~its ~~for~~integrated ~~use~~approach, inwhich ~~the~~combines ~~detection~~imaging ofsystems ~~coronary~~with ~~artery~~support ~~disease~~services and ~~the Health Care Financing Administration approved reimbursement~~ ~~for~~financing ~~Rb-82~~options, ~~PET~~may ~~MPI,~~reduce inbarriers ~~1995~~to asadoption aand ~~first~~support ~~line~~broader ~~test~~utilization inacross ~~symptomatic~~hospitals, ~~patients.~~outpatient ~~Rubidium~~centers, isand ~~uniformly available through generator production~~physician ~~in the U~~practices.~~S. and is used in conjunction with an automatic infusion system.~~

~~Over~~The ~~the~~Company ~~past~~believes ~~five~~that ~~years~~continued ~~the~~advancements ~~explosive~~in ~~growth~~clinical ofpractice, ~~cardiac~~radiopharmaceutical ~~PET~~availability, ~~imaging~~and ~~has~~reimbursement ~~driven~~dynamics aare ~~significant~~contributing ~~increase~~to in the ~~use~~ongoing oftransition ~~Sr-82/Rb-82 generators. The increasing~~from ~~demand~~traditional ~~for~~imaging ~~Sr-82~~modalities ~~is beginning~~ to ~~outpace~~PET-based ~~supply~~solutions. ~~Until~~The ~~recently,~~Company ~~the~~further ~~U.S.~~believes ~~Department~~that ofits ~~Energy~~product ~~had~~development ~~been~~initiatives, including the ~~only~~anticipated ~~entity~~introduction inof the ~~United~~ ~~States~~Affinity ~~capable~~PET-CT ~~of providing this material. In August of 2012~~system, ~~MIT~~position ~~submitted~~it ~~its~~to ~~DMF~~participate ~~with~~in ~~the~~this ~~FDA~~transition and ~~has~~expand ~~begun~~its ~~production~~presence ofwithin ~~API~~the ~~grade~~nuclear ~~strontium-82~~imaging market.

Due to the growing demand and limited supply, the industry suffered a Sr-82 shortage in January 2011, effecting supply of Rb-82 generators. The same year Bracco Diagnostics Inc., the sole market supplier of the Rb-82 generator, underwent a voluntary recall of generators, further stunting industry sales and growth.18

Positron is acutely focused on production of Sr-82. Positron possesses certain resources and technical advantages, unique to MIT, which will increase current and future strontium supply. Positron anticipates the cardiac PET market to rebound in Q4 2016, beginning with Bracco’s ability to now accept new generator customers, and with accelerated expansion upon market entry of the DraxImage’s generator, once FDA approvedvs. SPECT

18There are two principal imaging modalities utilized in nuclear cardiology: single photon emission computed tomography (“SPECT”) and positron emission tomography (“PET”). SPECT has historically represented the more widely deployed modality; however, PET is increasingly being recognized for its clinical and operational advantages in myocardial perfusion imaging (“MPI”).

70Cardiac ~~MeV~~PET ~~Cyclotron~~MPI ~~Project~~offers a number of advantages relative to SPECT, including high diagnostic accuracy, consistent image quality, rapid acquisition protocols, lower radiation exposure, and the ability to quantify absolute myocardial blood flow and myocardial blood flow reserve. These features may support improved detection of multivessel and diffuse coronary artery disease and provide additional information for clinical decision-making that is generally not available with conventional SPECT imaging.

~~Pursuing~~Recent aclinical ~~strategy~~and ofprofessional ~~complementary~~society developments ~~product~~have ~~integration,~~further ~~Positron~~strengthened ~~seeks~~the toposition ~~build~~of ~~and~~cardiac ~~operate~~PET awithin ~~high-energy~~nuclear ~~cyclotron~~cardiology. ~~facility~~In ~~used~~January ~~primarily~~2026, ~~for~~ the ~~production~~American Society of Nuclear ~~medical~~Cardiology ~~diagnostic~~(“ASNC”) ~~imaging~~stated ~~and~~that, ~~radiotherapy~~if ~~isotopes.~~available, ~~The~~cardiac ~~proposed~~PET ~~70MeV~~with ~~cyclotron~~myocardial isblood ~~unique~~flow ~~and~~should ~~capable~~be ofused ~~producing~~to ~~isotopes~~evaluate all ~~that~~patients with suspected coronary artery disease who are ~~not~~candidates ~~available~~for myocardial perfusion imaging, orciting ~~have~~its ~~very~~high ~~limited~~diagnostic accuracy, ~~availability~~strong risk stratification, ~~from~~low ~~other~~radiation ~~commercial~~exposure, ~~sources~~and inreproducible ~~the~~flow ~~United~~quantification ~~States~~capabilities.

~~The~~Cardiac ~~major~~PET ~~isotope~~is tocommonly beperformed ~~produced~~using radiotracers issuch Sras Rubidium-82, ~~which is currently in short supply worldwide~~ and isNitrogen-13 ~~produced in the U~~ammonia.S. ~~only~~In bySeptember 2024, the U.S. ~~Department~~Food ~~of Energy (DOE) National Laboratories in Los Alamos, New Mexico~~ and ~~Brookhaven,~~Drug ~~New~~Administration ~~York.~~approved ~~Sr-82~~flurpiridaz isF ~~the parent isotope used in the production of~~18 ~~Rb-82 generators~~ for PET myocardial perfusion imaging. ~~Positron~~in ~~will~~adults ~~have an access to a Rb-82 generator through a proprietary relationship~~ with aknown ~~major manufacturer~~ or ~~its~~suspected ~~own~~coronary ~~Rb-82~~artery ~~generator~~disease. ~~and~~The ~~intends~~approval toof ~~utilize~~an ~~all Sr~~F-~~82 produced by the facility to~~18–based ~~supply its cardiac~~ PET ~~client~~perfusion ~~base.~~tracer ~~This~~is ~~allows~~expected ~~Positron~~ to ~~have~~improve adistribution ~~complete,~~logistics ~~integrated,~~and ~~supply~~may ~~chain.~~broaden ~~Positron’s~~access ~~captive customer~~to ~~base~~cardiac ~~of Attrius® owners and the existing robust~~ PET ~~users~~imaging ~~require~~over ~~a constant supply of radiopharmaceuticals manufactured from the Sr-82 radioisotope, giving us a significant advantage against any potential commercial competition~~time.

APublished ~~key~~data ~~point~~also incontinues ~~determining~~to ~~the~~support PET’s ~~competitive~~favorable ~~landscape~~radiation ofprofile ~~U.S.~~relative ~~Sr-82~~to ~~production~~SPECT. isA ~~the~~report ~~policy~~from of the ~~DOE~~Intersocietal toAccreditation ~~not~~Commission ~~compete~~database ~~with~~found ~~the private sector. While the DOE produces~~average aradiation ~~majority~~exposure of ~~Sr-82~~approximately in3.7 ~~the~~mSv ~~world,~~for ~~once~~cardiac ~~Sr-82~~PET isMPI ~~reasonably~~studies ~~available~~compared ~~commercially,~~with ~~the~~approximately ~~DOE~~12.8 ~~can~~mSv befor ~~compelled~~SPECT toMPI ~~withdraw from the market~~studies.

~~With~~Comparative ~~the~~clinical ~~recent~~literature ~~growth~~likewise ~~of cardiac~~supports PET’s ~~imaging,~~superior ~~the~~diagnostic ~~supply~~performance ofin ~~isotopes~~appropriate issettings. ~~quickly~~In ~~moving~~a ~~towards~~sub ~~capacity~~study ~~within~~of the ~~next~~Phase ~~one-three~~III ~~years.~~Flurpiridaz ~~Annual~~trial, ~~demand~~PET ~~for medical~~demonstrated ~~imaging~~significantly ~~products,~~higher ~~produced~~sensitivity bythan aSPECT ~~high-energy~~in ~~cyclotron,~~both ~~are~~smaller ~~currently estimated at over $20 million~~ and islarger ~~expected~~left ~~to reach $30-35 million over the next few years~~ventricles, with ~~continued~~particularly ~~growth~~strong ~~estimated~~relative atperformance in ~~25-30%~~smaller ~~per~~ventricles ~~year~~and ~~thereafter~~in women.

The ~~DOE~~Company ~~lists~~believes ~~many~~these ~~isotopes~~clinical, ~~for~~technological, ~~medical~~and ~~treatment~~reimbursement-related ordevelopments ~~diagnostics that~~ are incontributing ~~short~~to ~~supply,~~the ~~some~~continued oftransition ~~which~~from ~~can~~SPECT beto ~~produced~~PET-CT imaging in anuclear ~~high-energy commercial accelerator~~cardiology. ~~Moving~~Although ~~from~~the ~~R&D~~installed tobase ~~clinical~~of ~~trials~~cardiac ~~and~~PET ~~then~~systems toremains ~~commercial~~substantially ~~use,~~smaller ~~these~~than ~~isotopes~~that ~~will~~of ~~further~~SPECT, ~~expand~~recent ~~the~~guideline ~~market. Additionally~~support, ~~using~~expanding ~~secondary~~radiopharmaceutical ~~targets~~availability, aand ~~high-energy~~broader ~~cyclotron~~recognition ~~can also produce low-energy isotopes, in conjunction with, the production~~ of ~~high-energy isotopes,~~PET’s ~~generating~~clinical ~~additional~~value ~~revenue.~~are ~~Positron~~expected ~~Corporation~~to ~~can~~support ~~be a key market maker in all these segments and can enter the~~continued market, ~~essentially, without competition~~adoption. ~~The revenue potential and diversity inherent in this project is considerable.~~

~~Our~~Barriers ~~Market~~to Entry

~~According~~Historically, to the ~~U.S.~~adoption ~~Department~~ of ~~Health~~cardiac ~~and~~PET ~~Human~~imaging has ~~Services,~~been ~~there~~influenced ~~are~~by ~~more~~several ~~than~~structural ~~22,000 cardiovascular diseases specialists in the U.S.,~~ and ~~their~~economic ~~number will increase to 31~~factors,~~000~~ byincluding ~~2020.~~the ~~This~~significant iscapital ~~the~~investment ~~target~~required ~~market~~ for ~~our~~PET ~~products~~ and ~~services, as well as hospitals in the United States~~ ~~that~~PET-CT ~~performs~~systems ~~or could perform nuclear cardiac procedures~~ and ~~want to automate~~ the ~~delivery~~operational ofrequirements ~~radiopharmaceuticals.~~associated Bywith ~~adding complimentary~~establishing ~~products,~~and wemaintaining ~~are~~advanced ~~able~~nuclear ~~to offer customers value added solutions which include low cost molecular~~ imaging ~~devices,~~programs. ~~maintenance~~These ~~service,~~factors ~~disease~~have ~~specific~~generally ~~software,~~limited ~~radiopharmaceutical~~utilization ~~unit~~to ~~doses~~larger ~~drawing~~healthcare ~~devices,~~systems and, ~~potentially,~~institutions ~~radiopharmaceuticals agents~~with ~~for~~greater ~~Cardiac~~financial ~~Nuclear~~and ~~Medicine~~operational resources.

Cardiac Nuclear medicine helps in the diagnosis, management and prevention of cardiovascular disease (CVD) in patients. Radiopharmaceuticals are injected into a patient to provide the most accurate, non-invasive test for identifying narrowed coronary arteries, mild cholesterol build-up or diffuse coronary vascular disease, conditions that are responsible for almost all heart attacks.19

~~Cardiovascular~~Additional ~~disease~~considerations isimpacting ~~the~~adoption have ~~leading~~included ~~cause~~ongoing ofservice ~~death~~and inmaintenance ~~the~~obligations, ~~United~~radiopharmaceutical ~~States~~availability and ~~constitutes~~distribution ~~17% of overall national health expenditures (Forecasting the Future of Cardiovascular Disease in the United States~~logistics, ~~American Heart Association, 2011). Direct CVD costs are projected to increase from~~reimbursement ~~$273 Billion~~dynamics, inand ~~2010,~~the toneed ~~$818~~for ~~Billion,~~specialized inclinical ~~2030;~~and ~~with~~technical ~~indirect~~expertise ~~costs, due~~ to ~~lost~~operate ~~productivity,~~imaging ~~expected~~systems toand ~~rise~~interpret ~~from $172 Billion to $276 Billion by 2030~~results.

~~Market~~The ~~Potential~~Company believes that recent developments within the industry, including increased availability of radiopharmaceuticals and broader clinical acceptance of PET imaging, are contributing to improved accessibility. However, system cost and implementation complexity continue to represent important considerations for many healthcare providers.

~~Although~~The ~~the cardiac PET industry since 2011, has experienced its most challenging years ever, it enabled the~~ Company’s toapproach ~~aggressively~~is ~~pursue~~focused ~~its~~on ~~strategy toward~~addressing ~~aggregating~~these ~~and~~factors ~~integrating~~through the ~~key~~development ~~components~~of ~~critical~~cost-efficient inPET ~~securing~~and ~~the~~PET-CT ~~cardiac~~imaging ~~value~~systems, ~~chain.~~supported ~~Positron~~by isintegrated ~~dedicated~~clinical, ~~to lowering~~technical, ~~the~~and ~~barriers~~operational ~~that~~services ~~have~~intended ~~been~~to ~~constricting,~~facilitate orimplementation ~~could~~and ~~later~~ongoing ~~constrict,~~utilization. ~~the~~The ~~progress~~Company ofbelieves ~~medical~~its ~~advancements~~pricing ~~in cardiac PET. Through~~strategy, ~~our~~which ~~efforts~~is togenerally ~~supplement~~positioned ~~the~~below ~~supply~~that of ~~key~~larger ~~radioisotopes~~market ~~and~~participants ~~our~~such ~~ability~~as toGE ~~offer~~HealthCare, ~~innovative~~Philips ~~products~~Healthcare, and ~~services,~~Siemens ~~management~~Healthineers, ~~has~~may ~~methodically~~support ~~positioned~~broader ~~Positron~~adoption toacross ~~become~~a ~~the~~wider ~~industry’s~~range ~~only~~of ~~end-to-end~~healthcare ~~solutions provider~~settings. ~~PET is the future of nuclear cardiology.~~

19The Company believes that continued reduction of financial and operational barriers may contribute to increased adoption of PET-CT imaging and support the ongoing transition from SPECT to PET-based modalities within nuclear cardiology.

WeOur believe that Positron is the only company with the critical components to vertically integrate the fragmented “single source supplier environment” that exists in the cardiac PET market today and that these initiatives are intended to drive the Company towards consistent profitability and cash flow.Market

~~Results~~The Company’s primary market consists of healthcare ~~Operations~~providers involved in the diagnosis and management of cardiovascular disease, including cardiologists, nuclear cardiology specialists, hospitals, and outpatient imaging centers. According to the U.S. Department of Health and Human Services, there are more than 31,000 cardiovascular specialists in the United States, representing a significant base of potential users of the Company’s imaging systems and related services.

~~Consolidated~~Nuclear ~~results~~cardiology ofplays ~~operations for~~an ~~the~~important ~~years~~role ~~ending~~in ~~December~~the diagnosis, 31management, ~~2014~~ and ~~2013~~prevention ~~include~~of ~~Positron~~cardiovascular disease. These procedures utilize radiopharmaceuticals to evaluate myocardial perfusion and ~~its~~cardiac ~~wholly~~function, providing clinicians with non-~~owned~~invasive ~~subsidiaries:~~diagnostic ~~Imaging~~information ~~PET~~related ~~Technologies~~to ~~(“IPT”)~~coronary artery disease, ~~Positron~~including ~~Isotope~~the ~~Corporation~~identification ~~(“PIC”),~~of ~~Manhattan~~narrowed ~~Isotope~~arteries, ~~Technology~~early-stage ~~LLC~~atherosclerosis, ~~(“MIT”)~~ and ~~C-70~~diffuse vascular disease.

~~Revenues~~Cardiovascular -disease represents a substantial ~~Revenues~~portion ~~for~~of ~~the~~overall ~~year~~healthcare ~~ended~~utilization ~~December~~and ~~31,~~spending ~~2014~~in ~~were~~the ~~approximately~~United ~~$1,466,000~~States. asData ~~compared~~from tothe ~~$1,630,000~~Centers for ~~the~~Disease ~~year~~Control ~~ended~~and ~~December~~Prevention ~~31,~~indicates ~~2013.~~that ~~There~~approximately ~~were~~12% noof ~~PET~~total ~~systems~~healthcare ~~sold~~expenditures ~~during~~are ~~either~~associated ~~year.~~with ~~Sales~~cardiovascular ofconditions, ~~PET~~including ~~systems~~heart disease ~~have~~and ~~been~~stroke. ~~negatively~~In ~~impacted~~addition, by the ~~shortage of~~American ~~Sr-82/Rb-82~~Heart ~~generators~~Association ~~supplied~~has toreported ~~cardiac~~that ~~imaging~~direct ~~facilities~~healthcare bycosts ~~Bracco~~related ~~Diagnostics due~~ to ~~the~~cardiovascular disease ~~voluntary~~and ~~recall~~stroke ofexceeded ~~their~~$400 ~~Rb-82 generator~~billion ~~and~~in ~~limited~~recent ~~production~~reporting ~~capacity~~periods, orwith ~~supply~~significant ofadditional ~~the~~indirect ~~parent~~costs ~~isotope~~attributable ~~Sr-82~~to lost productivity.

~~Costs~~Market ofDynamics ~~Sales -~~and ~~Costs~~Modality ~~of sales for the year ended December 31, 2014 were approximately $1,362,000 compared to $1,206,000 for the year ended December 31, 2013.~~Transition

~~Operating~~The ~~Expenses~~Company believes the nuclear cardiology market -is ~~The~~undergoing ~~Company’s~~a ~~operating~~transition ~~expenses~~from ~~were~~single ~~approximately~~photon ~~$2,847,000~~emission ~~for~~computed tomography (“SPECT”) to positron emission tomography (“PET”) and PET-CT imaging. SPECT has historically been the ~~year~~dominant ~~ended~~modality ~~December~~due 31to its lower upfront cost and broad installed base. However, ~~2014~~PET ~~compared~~imaging is increasingly being adopted due to $3its higher diagnostic accuracy,~~762~~ lower radiation exposure,~~000~~ ~~for~~and ~~the~~ability ~~year~~to ~~ended~~quantify ~~December~~myocardial ~~31,~~blood ~~2013~~flow.

~~General~~The ~~and~~United ~~administrative~~States ~~expenses during~~has ~~the~~a ~~year~~large ~~ended~~installed ~~December~~base 31of SPECT systems, ~~2014~~many ~~were~~of ~~$2,190,000~~which asare ~~compared~~utilized tofor ~~$2,779,000~~cardiac ~~for~~imaging ~~the~~and ~~year~~may ~~ended~~represent ~~December~~potential ~~31,~~replacement ~~2013~~or upgrade opportunities over time. The ~~company recorded~~Company ~~$656,000~~believes inthat ~~stock~~clinical ~~based~~guideline ~~compensation~~support, inimproving ~~2013~~radiopharmaceutical availability, ~~compared~~and favorable reimbursement dynamics are contributing to ~~89,000~~increased inadoption ~~2014~~of PET-CT imaging.

Research and development costs for the year ended December 31, 2014 were approximately $471,000 compared to $564,000 for the year ended December 31, 2013. Research and development costs included mostly payroll, contract labor and consulting fees for the PosiRx® development. In addition, the Company has incurred research and development costs related to its planned radiopharmaceutical facility in preparation for regulatory approvals and production. The Company intends to continue to support research and development in software, radiopharmaceutical products and automated devices. Sales and marketing expense for the years ended December 31, 2014 and 2013 were $186,000 and $419,000, respectively and were lower in 2013 due to the Company’s efforts to limit expenditures during the recall period of the Bracco Diagnostics rubidium generator.20

~~Other~~As ~~Expenses~~healthcare ~~– During~~providers ~~the~~continue ~~years~~to ~~ended~~prioritize diagnostic ~~December 31~~accuracy, ~~2014~~workflow efficiency, and ~~2013~~cost-effective patient management, the Company ~~recorded~~believes ~~other~~that ~~expenses~~PET-based ofimaging ~~approximately $159,000 and $3,766,000,~~may ~~respectively.~~represent ~~Other~~an ~~expenses~~increasing ~~include~~share ~~interest~~of ~~expense,~~nuclear ~~derivative~~cardiology ~~gain (loss), debt modification expense and other gains and losses~~procedures.

~~Interest~~Market expense was $1,823,000 and $2,137,000 for the years ended December 31, 2014 and 2013, respectively. $1,792,000 and $1,910,000 of the total interest expense for the years ended December 31, 2014 and 2013, respectively, was related to the accretion of debt discount associated with convertible debt.Opportunity

The Company ~~recorded~~believes ~~derivate~~its ~~gain of~~addressable ~~$1,237,000~~market ~~and loss of $665,000, for the years ended December 31, 2014 and 2013, respectively, in connection with the embedded~~can ~~conversion~~be ~~derivative~~evaluated ~~liabilities~~across ~~related~~multiple ~~to convertible debt and warrant extensions.~~dimensions:

~~During~~Total ~~the~~Addressable ~~years~~Market ~~ended December 31, 2014 and 2013, the Company recognized expense of $9,000 and $821,000, respectively, on the modification of the terms of the convertible debentures.~~(TAM)

~~During~~The ~~the year ended December~~total ~~31,~~addressable ~~2013~~market ~~the~~includes ~~Company~~all ~~recorded~~facilities ~~other~~performing ~~expenses~~or ofcapable ~~$143,000, which is made up~~ of ~~foreign~~performing ~~currency~~nuclear ~~translation~~cardiology ~~losses~~procedures ~~reclassified out~~in ~~of accumulated other comprehensive income. During~~ the ~~year~~United ~~ended~~States, including ~~December 31~~hospitals, ~~2014~~outpatient ~~the~~imaging ~~Company~~centers, ~~recorded~~and ~~other~~physician ~~income~~practices. ofThis ~~$754,000, which~~market is ~~made~~supported upby ~~recognizing~~the ~~deposits~~high onprevalence ~~machines~~ of ~~$658,000~~cardiovascular disease and the ~~settlement~~large ofinstalled ~~certain~~base ~~obligation~~ of ~~$96,000~~legacy imaging systems.

~~Net~~Serviceable ~~Loss~~Available -Market For the year ended December 31, 2014, the Company had a net loss approximately of $2,584,000, or $0.00 per share, compared to a net loss of $7,104,000, or $0.00 per share, for the year ended December 31, 2013.(SAM)

~~Liquidity~~The serviceable available market consists of healthcare providers that are candidates for PET or PET-CT imaging adoption, including facilities seeking to upgrade from SPECT systems or expand advanced imaging capabilities. These providers are influenced by factors such as reimbursement, patient volume, and ~~Capital~~access ~~Resources~~to radiopharmaceuticals.

~~Since~~Serviceable ~~inception,~~Obtainable ~~the~~Market Company has expended substantial resources on research and development. The Company has sustained substantial losses due to the limited number of systems sold or placed into service each year. Revenues have also fluctuated significantly from year to year. The Company had an accumulated deficit of approximately $126,016,000 at December 31, 2014. The Company will need to increase sales of systems, services, radiopharmaceuticals and radioisotopes and apply the research and development advancements to achieve profitability in the future. Prior to the voluntary recall of Sr-82/Rb-82 generators by Bracco Diagnostics, the Company had experienced an increase in sales with the launch of Attrius® PET system and expected additional increase in revenue through sales of automated radiopharmaceutical systems and recurring revenue from the sale of radiopharmaceuticals and radioisotopes. With an increase in sales, all systems material cost of goods and labor costs will be significantly lower. The Company expects that these developments will have a positive impact on the sales & service volumes and increased net margins. However, there is no assurance that the Company will be successful in selling new systems.(SOM)

20The serviceable obtainable market represents the subset of providers that may adopt the Company’s solutions based on its product offerings, pricing strategy, and service model. The Company’s focus on cost-efficient systems, flexible financing options, and integrated support services is intended to facilitate adoption among a broader range of providers, including mid-sized hospitals and outpatient facilities.

The Company's ~~ability~~believes tothat ~~achieve its~~the ~~objectives~~combination isof ~~dependent~~a large onexisting ~~its~~installed ~~ability~~base toof ~~sustain~~nuclear ~~and~~imaging ~~enhance~~systems, ~~its~~increasing ~~revenue~~clinical ~~stream~~preference ~~and~~for toPET ~~continue~~imaging, toand ~~raise~~ongoing ~~capital until such~~advancements ~~time~~in asradiopharmaceuticals ~~the~~and ~~Company~~reimbursement ~~achieves~~frameworks ~~profitability.~~creates Toa ~~date,~~favorable ~~management~~environment ~~has~~for ~~been~~continued ~~successful~~market inexpansion. ~~raising~~The ~~capital as needed for the continued~~Company ~~operations~~further ofbelieves ~~the~~that ~~Company.~~its ~~There~~approach isto noreducing ~~guarantee~~financial ~~that~~and ~~management~~operational ~~will~~barriers bemay ~~able~~support tobroader ~~continue~~adoption toof ~~raise~~PET-CT ~~needed~~imaging across ~~capital~~its intarget ~~this fashion~~markets.

~~The~~Market Company’s current financial condition raises doubt as to its ability to continue as a going concern. The report of the Company’s independent registered public accountants, which accompanied the financial statements for the year ended December 31, 2014, is qualified with respect to that risk. If the Company is unable to obtain debt or equity financing to meet its cash needs, it may have to severely limit or cease business activities or may seek protection from creditors under the bankruptcy laws.Potential

AtCardiovascular ~~December~~disease ~~31,~~(“CVD”) ~~2014,~~remains a significant driver of healthcare utilization and spending in the ~~Company~~United States. According to the American Heart Association, ~~had~~a ~~current~~substantial ~~assets~~portion of ~~$730,000~~the ~~and~~U.S. ~~total~~adult ~~assets~~population is affected by one or more forms of $1CVD,~~869,000~~ ~~compared~~which continues to ~~December~~represent ~~31,~~the ~~2013,~~leading cause ~~when~~of ~~current~~mortality. ~~assets~~CVD-related ~~were~~expenditures ~~$2,573,000 and~~account for approximately 12% of total ~~assets~~U.S. ~~were~~healthcare ~~$3,882,000~~spending. ~~The~~Data ~~decrease~~from inthe ~~current~~National Institutes ~~assets~~of isHealth ~~attributable~~indicates ~~primarily~~that direct healthcare costs associated with cardiovascular disease are expected to aincrease ~~decrease~~significantly over intime, ~~cash~~with ~~during~~additional ~~2014~~economic impact from indirect costs such as lost productivity.

~~Current~~Diagnostic ~~liabilities~~imaging atplays ~~December 31,~~a ~~2014~~critical ~~were~~role ~~$2,697,000~~in ~~compared~~the early ~~to $14~~detection,~~657,000~~ ~~at December 31~~diagnosis, ~~2013.~~and Atmanagement ~~December~~of ~~31,~~cardiovascular ~~2014~~disease. ~~and~~Nuclear ~~2013,~~imaging ~~current~~techniques ~~liabilities~~utilize ~~was~~radiopharmaceuticals ~~largely~~to ~~comprised~~assess ofboth ~~accounts~~anatomical ~~payable~~structure and ~~accrued~~physiological ~~liabilities~~function, ~~customer~~including ~~deposits,~~myocardial ~~unearned revenue~~perfusion, ~~current~~blood ~~portion of notes payable~~flow, ~~convertible debt~~ and ~~embedded~~metabolic ~~conversion derivative liabilities~~activity. These ~~The~~capabilities ~~decrease~~support innon-invasive ~~current~~evaluation ~~liabilities as~~ of ~~December~~coronary ~~31,~~artery ~~2014~~disease isand ~~largely~~serve ~~due to~~as ~~the~~an ~~$6,208,000~~important ~~decrease~~clinical intool ~~the embedded derivative liability associated with the convertible debentures, and decrease~~ in ~~the~~determining ~~convertible~~the ~~notes~~need ~~less~~for ~~discount~~further ~~of $4,452,000, which were primarily conversions to common stock~~intervention.

~~Net~~The ~~cash~~two ~~used~~primary modalities utilized in ~~operating~~nuclear cardiology ~~activities~~are single photon emission computed tomography (“SPECT”) and positron emission tomography (“PET”). ~~during~~While ~~the~~SPECT ~~year~~has ~~ended~~historically ~~December~~represented 31the dominant modality, ~~2014~~PET ~~was~~imaging $2offers enhanced diagnostic accuracy,~~415~~ lower radiation exposure,~~000~~ ~~compared~~and the ability to ~~$3,046,000~~quantify ~~used~~myocardial inblood ~~operating~~flow ~~activities~~and ~~during~~coronary ~~the~~flow ~~year~~reserve. ~~ended~~PET imaging is commonly performed using ~~December~~radiotracers 31such as Rubidium-82 and Nitrogen-13 ammonia, ~~2013~~and emerging fluorine-18–based tracers, including Flurpiridaz F-18, are expected to further expand access and clinical adoption.

Net cash used in investing activities was $26,000 for the year ended December 31, 2014 compared to $16,000 for the year ended December 31, 2013, was related primarily to purchases of property and equipment.21

~~Net~~Clinical ~~cash~~literature ~~provided~~has bydemonstrated ~~financing activities~~that ~~was~~PET ~~$905,000~~imaging may ~~and~~reduce ~~$4,563,000 for~~ the ~~years~~need ~~ended~~for ~~December~~invasive ~~31,~~procedures ~~2014~~ and ~~2013,~~improve ~~respectively.~~overall ~~During~~cost ~~the~~efficiency ~~year~~in ~~ended~~patient ~~December 31,~~management ~~2014,~~when ~~cash~~compared ~~from~~to ~~financing activities was comprised of $1,000,000 from sales of common stock, $433,000 proceeds from the issuance~~traditional ofimaging ~~convertible debt, $435,000 payments of non-interest bearing advances and repayments of notes payable and capital lease of $93,000~~modalities. ~~During~~ ~~the~~As ~~year~~a ~~ended December 31~~result, ~~2013,~~PET ~~cash~~is ~~from~~increasingly ~~financing~~being ~~activities~~adopted ~~was~~as ~~comprised~~an ofadvanced ~~$2,520,000~~diagnostic ~~proceeds~~solution ~~from~~within ~~the~~nuclear issuance of convertible debt, $2,145,000 proceeds from non-interest bearing advances, which were partially offset by repayments of notes payable of $100,000, repayments of convertible debt of $100,000 and repayment of capital lease borrowings of $2,000cardiology.

~~Off-Balance~~Market ~~Sheet~~Size ~~Arrangements~~and Growth

WeThe ~~have~~Company ~~not~~believes ~~entered~~the ~~into~~broader ~~any transactions~~molecular ~~with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, derivative instruments~~imaging ormarket ~~other~~continues ~~contingent arrangements that expose us~~ to ~~material~~demonstrate ~~continuing~~steady ~~risks~~growth, ~~contingent~~supported ~~liabilities,~~by orincreasing ~~any~~demand ~~other~~for ~~obligations under~~advanced adiagnostic ~~variable~~technologies ~~interest~~and inexpanding clinical ~~an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support~~applications.

~~Recently~~● ~~Issued~~The ~~Accounting Standards~~U.S. molecular imaging market is projected to grow from approximately $2.8 billion in 2024 to approximately $4.7 billion by 2032.

In● ~~May~~The ~~2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under~~ U.S. ~~GAAP.~~PET ~~The~~scanner ~~core~~market ~~principle of ASU 2014-09~~ is expected to ~~recognize~~grow ~~revenues~~from ~~when~~approximately ~~promised~~$600 ~~goods~~million ~~or services are transferred to customers~~ in an2023 ~~amount that reflects the consideration~~ to ~~which~~approximately an$870 ~~entity~~million ~~expects~~by ~~to be entitled for those goods or services~~2030. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP.

21● The PET/CT segment represents a significant portion of the global market and continues to be a primary driver of growth within molecular imaging.

~~The~~Growth ~~standard~~in isthis ~~effective~~market ~~for annual~~is ~~periods~~supported ~~beginning~~by ~~after~~expanding use ~~December~~cases 15across cardiology, ~~2016~~oncology, and ~~interim periods therein~~neurology, ~~using~~as ~~either~~well ofas ~~the~~increased ~~following~~demand ~~transition~~for ~~methods: (i)~~more aprecise full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and ~~have~~efficient ~~not~~diagnostic ~~yet determined the method by which we will adopt the standard in 2017~~tools.

~~Pronouncements~~Market ~~issued~~Trends byand ~~the FASB~~Adoption ~~or other authoritative accounting standards group with future effective dates are either not applicable or not significant to the consolidated financial statements of the Company.~~Dynamics

~~Critical~~The ~~Accounting~~Company ~~Policies~~believes the nuclear cardiology market is undergoing a transition from SPECT to PET-CT imaging, driven by clinical, economic, and operational factors.

~~The~~● ~~discussion~~PET-CT ~~and~~represents ~~analysis~~one of ~~our~~ ~~financial~~the ~~condition~~fastest-growing ~~and~~segments ~~results~~within ofnuclear ~~operations is based upon our consolidated financial statements~~imaging, ~~which~~supported ~~have~~by ~~been~~improved ~~prepared in~~diagnostic ~~accordance~~capabilities ~~with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates~~ and ~~judgments~~workflow 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 periodefficiencies. ~~Actual results may differ from these estimates under different assumptions or conditions.~~

We● ~~define~~Industry ~~critical~~data ~~accounting policies~~and asCompany ~~those~~estimates suggest that ~~are~~a ~~reflective~~meaningful portion of ~~significant~~existing ~~judgments~~SPECT ~~and~~users ~~uncertainties and which~~ may ~~potentially~~transition ~~result in materially different results under different assumptions and conditions. In applying these critical accounting policies, our management uses its judgment~~ to ~~determine~~PET-CT ~~the~~over ~~appropriate~~time ~~assumptions~~as toclinical beguidelines ~~used~~evolve inand ~~making~~economic ~~certain~~factors ~~estimates~~improve. ~~These estimates are subject to an inherent degree of uncertainty. Our critical accounting policies include the following:~~

~~Revenue~~● ~~Recognition~~Hospitals represent a majority of imaging system utilization, with outpatient imaging centers and mobile providers representing additional growth opportunities.

~~The Company’s revenues are currently derived from the sale of medical equipment products~~Historically, ~~maintenance~~SPECT ~~contracts,~~has ~~service~~maintained ~~revenues~~a ~~and~~larger ~~radioisotope sales.~~installed ~~Revenues~~base ~~from~~due ~~maintenance~~to ~~contracts~~lower ~~are~~initial ~~recognized~~system ~~over~~costs ~~the term of the contract. Service revenues are recognized upon performance of the services. The Company recognizes revenues from the sale of medical equipment~~ and ~~radioisotope~~established ~~products~~reimbursement ~~when earned~~pathways. ~~Specifically~~However, ~~revenue~~ isrecent ~~recognized~~developments ~~when~~are ~~persuasive~~contributing ~~evidence of an arrangement exists, delivery has occurred (or services have been rendered),~~to ~~the~~a ~~price~~shift isin ~~fixed~~market ~~or determinable~~dynamics, ~~and collectability is reasonably assured. The Company obtains a signed customer acceptance after installation is complete for the sale of its Attrius® PET systems.~~including:

~~For~~● ~~multiple-element~~Increasing ~~arrangements, revenue~~reimbursement issupport ~~allocated~~for ~~to each element~~ PET-based onimaging their relative selling prices. Relative selling prices are based first on vendor specific objective evidence (VSOE), then on third-party evidence of selling price (TPE) when VSOE does not exist, and then on estimated selling price (ESP) when VSOE and TPE do not exist.procedures;

~~Because~~● ~~the~~Expanded ~~Company~~availability ~~has~~of ~~neither VSOE nor TPE for its products~~radiopharmaceuticals, ~~the~~including ~~allocation of revenue has been based on the Company’s ESPs. The objective of ESP is to determine the price at which the Company would transact a sale if the product was sold on a stand~~next-~~alone~~generation ~~basis.~~tracers; ~~The Company determines ESP by considering the facts~~ and ~~circumstances of the product being sold.~~

~~Stock~~● ~~Compensation~~Supply constraints and reimbursement pressures associated with SPECT imaging, including reliance on molybdenum-99 (Mo-99).

WeInstalled ~~have~~Base ~~granted stock options to employees, directors~~ and ~~consultants,~~Growth as well as warrants to other third parties. For employee and director grants, the value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes model takes into account volatility in the price of our stock, the risk-free interest rate, the estimated life of the option, the closing market price of our stock and the exercise price. We base our estimates of our stock price volatility on the historical volatility of our common stock and our assessment of future volatility; however, these estimates are neither predictive nor indicative of the future performance of our stock. For purposes of the calculation, we assumed that no dividends would be paid during the life of the options and warrants. The estimates utilized in the Black-Scholes calculation involve inherent uncertainties and the application of management judgment. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those equity awards expected to vest. As a result, if other assumptions had been used, our recorded stock-based compensation expense could have been materially different from that reported. In addition, because some of the options and warrants issued to employees, consultants and other third-parties vest upon the achievement of certain milestones, the total expense is uncertain.Opportunity

22The Company estimates that there were approximately 3,000 PET and PET-CT systems installed in the United States as of 2024, with a subset currently utilized for cardiac imaging. In comparison, the installed base of SPECT systems remains significantly larger, representing a potential long-term replacement and upgrade opportunity.

~~Embedded~~The ~~conversion~~Company ~~derivative~~believes that the combination of a ~~liabilities~~large existing installed base of legacy systems, increasing clinical preference for PET imaging, and improving economic conditions creates a favorable environment for continued adoption of PET-CT technology.

~~Embedded~~The conversion derivative liabilities are recorded as liabilities at their estimated fair value at the date of issuance, with subsequent changes in estimated fair value recorded in other income (expense) in the Company’s ~~statement~~believes ofthat ~~operations~~these infactors ~~each subsequent period. The embedded~~collectively ~~conversion~~support ~~derivative~~a ~~liabilities~~growing ~~are~~market ~~measured~~opportunity atfor ~~estimated~~PET ~~fair~~and ~~value using the Black Scholes model. Inherent in this model are assumptions related to expected stock~~PET-~~price~~CT ~~volatility,~~imaging ~~expected~~systems ~~life, risk-free interest rate~~ and ~~dividend yield. We estimate volatility at the date of issuance, and at each subsequent reporting period, based on historical volatility~~ that ~~matches~~continued ~~the~~advancements expected remaining life of the embedded conversion derivative liabilities. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve. The expected life of the embedded conversion derivative liabilities is assumed to be equivalent to their remaining contractual term. The dividend rate is based on our historical rate, which we anticipate to remain at zero. The assumptions used in ~~calculating~~clinical ~~the estimated fair value of the embedded conversion derivative liabilities represent our best estimates~~practice, ~~however~~radiopharmaceutical ~~these estimates involve inherent uncertainties and the application of management judgment. As a result~~availability, ~~if factors change~~ and ~~different assumptions~~reimbursement ~~are~~frameworks ~~used,~~may ~~the~~further ~~embedded~~accelerate ~~conversion~~adoption ~~derivative~~across ~~liabilities~~its ~~and~~target ~~the change in estimated fair value could be materially different~~markets.

~~Allowance for doubtful accounts~~22

~~Our~~Results allowance for doubtful accounts reflects reserves for customer and other receivables to reduce receivables to amounts expected to be collected. Management uses significant judgment in estimating uncollectible amounts. In estimating uncollectible accounts, management considers factors such as current overall economic conditions, industry-specific economic conditions, historical customer performance and anticipated customer performance. While we believe these processes effectively address our exposure for doubtful accounts and credit losses have historically been within expectations, changes in the economy, industry, or specific customer conditions may require adjustments to the allowance for doubtful accounts. As of ~~December 31, 2014 and 2013, the allowance for doubtful accounts was $171,000 and $141,000, respectively.~~Operations

~~Inventory~~Results of Operations for the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

~~Inventories~~Revenues - Revenues ~~are~~for ~~stated~~the atyear ended December 31, 2025, were $461,452 as compared to $587,500 for the year ended December 31, 2024. The ~~lower~~decrease of ~~cost~~$126,048 orin ~~market.~~revenue ~~Cost~~was isprimarily ~~determined~~attributable ~~using~~to ~~the~~certain ~~first~~customers transitioning from fixed annual service agreements to time-inand-materials service arrangements. This transition reflects the Company’s efforts to accommodate customer preferences and evolving operational needs, ~~first~~including customers preparing to upgrade from PET-~~out~~only ~~(FIFO)~~systems ~~method~~to ofthe ~~inventory~~PET-CT ~~valuation~~platform.

~~Management~~Costs of ~~assesses~~Sales - ~~the~~Costs ~~recoverability~~ of sales for the ~~various~~year ~~inventory~~ended ~~components~~December on31, a2025, ~~quarterly~~were ~~basis~~$2,575,742 ~~and~~compared isto ~~based~~$929,484 onfor the ~~estimated~~year ended ~~net~~December ~~realizable~~31, ~~values~~2024, an increase of ~~respective~~$1,646,258, ~~finished~~ due to additional personnel and expenses related to product testing and preparation for new product launch. Additionally, higher costs were incurred to service machines that are currently in ~~process~~the ~~inventories~~field related to our maintenance contract services. And, we recorded a write-down of inventory to net realizable value for inventory totaling $576,862.

~~Information~~General and ~~Regarding~~Administrative Expenses - The Company’s operating expenses were $8,384,173 for the year ended December 31, 2025, compared to $1,863,029 for the year ended December 31, 2024, in increase of $6,521,144. The increase related to expanded sales and ~~Factors~~marketing, ~~Affecting~~hardware/software ~~Forward~~upgrades to existing systems, business development, consultants, share based payments related ~~Looking~~to ~~Statements~~employee stock options ($4,982,588), stock issued for services ($177,000), and general corporate overhead.

~~The Company is including the~~Other ~~following~~Income ~~cautionary~~(Expense) ~~statement in this Annual Report on Form 10~~-K During ~~to make applicable and take advantage of~~ the ~~safe~~year ~~harbor~~ended ~~provision of~~December ~~the~~31, ~~Private~~2025 ~~Securities~~and ~~Litigation Reform Act of 1995 for any forward looking statements made by~~2024, ~~or on behalf of~~ the Company~~. Forward~~ ~~looking~~recorded ~~statements~~other ~~include~~expenses ~~statements~~- ~~concerning~~net ~~plans~~of $104,929 ~~objectives,~~and ~~goals~~$174,079, ~~strategies~~respectively, ~~future~~a ~~events~~net ordecrease ~~performance and underlying assumptions and other statements which are other than statements~~ of ~~historical facts~~$69,150. ~~Certain~~Other ~~statements~~expenses ~~contained~~include ~~herein are~~interest ~~forward looking statements and~~expense, ~~accordingly,~~amortization ~~involve~~of debt ~~risks~~discount and ~~uncertainties~~loss ~~which~~on ~~could~~lease ~~cause actual results or outcomes to differ materially from those expressed in the forward looking statements~~termination.

~~The~~Interest ~~Company’s~~expense ~~expectations~~was $125, ~~beliefs~~338 and ~~projections are expressed in good faith and are believed by the Company to have a reasonable basis~~$142,402 ~~including without~~for ~~limitations, management’s examination of historical operating trends, data contained in~~ the ~~Company’s~~year ~~records~~ended ~~and~~December ~~other data available from third parties~~31, ~~but~~2025 ~~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~~2024, 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 factorsrespectively. ~~The Company disclaims any obligation to update any forward looking statements to reflect events or circumstances after the date hereof.~~

~~ITEM~~Amortization ~~7A.~~of ~~Quantitative~~debt discount expense was $0 and $31,677 ~~Qualitative~~for ~~Disclosures~~the ~~About~~year ~~Market~~ended ~~Risk~~December 31, 2025 and 2024, respectively.

~~Not~~Loss ~~required~~on ~~for~~lease ~~smaller~~termination ~~reporting~~was $15,018 and $0 for ~~companies~~the year ended December 31, 2025 and 2024, respectively.

~~ITEM~~During 8.the ~~Financial~~year ~~Statements~~ended December 31, 2025, and 2024, the Company recorded interest income of $35,427 and $0.

~~The~~Net ~~required~~Loss - ~~Financial~~For ~~Statements~~the year ended December ~~and~~31, 2025, the ~~notes~~Company ~~thereto~~had ~~are~~a ~~contained~~net inloss of $10,603,392, or ($0.34) per share, compared to a ~~separate~~net ~~section~~loss of ~~this~~$2,379,092, ~~report~~or ~~beginning~~($0.09) ~~with~~per share, for the ~~page~~year ~~following~~ended ~~the~~December ~~signature~~31, ~~page~~2024.

23Liquidity and Capital Resources

~~ITEM~~Since 9inception, the Company has sustained substantial losses. ~~Changes~~Revenues have also fluctuated significantly from year to year. The Company had an accumulated deficit of $144,937,079 at December 31, 2025. The Company will need to continue to increase sales and/or rental of systems and services to achieve profitability in the future. Recently the Company has achieved several sales milestones and ~~Disagreements~~expects ~~with~~the ~~Accountants~~acceptance and demand of its new products will have a positive impact on ~~Accounting~~the sales & service volumes and ~~Financial~~increased ~~Disclosure~~net margins for its future success, however, there is no assurance that the Company will be successful with sales in the future.

~~None~~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.

~~ITEM~~The 9ACompany has cash on hand of $2,520,466 at December 31, 2025. ~~Controls~~The Company does not expect to generate sufficient revenues and ~~Procedures~~positive cash flow from operations sufficiently to meet its current obligations. However, the Company may seek to raise debt or equity-based capital at favorable terms, though such terms are not certain.

(These factors create substantial doubt about the Company’s ability to continue as a) ~~Evaluation~~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 ~~Disclosure~~assets ~~Controls~~and satisfaction of liabilities and ~~Procedures~~commitments in the ordinary course of business.

Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2014, have concluded that, based on such evaluation, our disclosure controls and procedures were not effective 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’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.23

~~Notwithstanding~~Management’s ~~the~~strategic ~~foregoing, we~~plans ~~have identified~~ include the following ~~material weaknesses in our disclosure procedures~~:

~~Audit~~● ~~Committee~~Operational ~~and~~Execution ~~Financial Expert~~Continue -to ~~The~~enhance ~~Company~~and ~~does~~expand ~~not~~the ~~have~~Company’s abusiness ~~formal~~operations, ~~audit~~including ~~committee~~scaling ~~with~~commercial aactivities, ~~financial~~supporting ~~expert~~system deployments, and ~~thus~~strengthening ~~the~~organizational ~~Company lacks the board oversight role within the financial reporting process~~capabilities.

~~Disclosures~~● ofExpansion ~~Related~~in ~~Party~~Nuclear ~~Transactions –~~Cardiology ~~The~~Increase ~~Company~~market ~~restated~~penetration ~~its~~within ~~financial~~nuclear ~~statements~~cardiology ~~for~~through ~~each~~the commercialization of the ~~first~~Company’s ~~three~~PET-CT ~~quarters~~imaging ofsystem, ~~2014~~which ~~following~~is ~~review~~designed ofto ~~the~~provide ~~Company’s related~~enhanced ~~party~~clinical ~~disclosures~~capabilities ~~during~~and ~~such~~support ~~periods~~improved diagnostic performance.

~~The~~● ~~Company~~Expansion ~~intends~~into toOncology ~~enhance its~~Enter ~~process~~the ~~for~~oncology ~~classifying~~imaging ~~and~~market ~~categorizing~~with ~~transactions~~the byCompany’s ~~examining~~PET-CT ~~all~~system, ~~transactions~~which onis designed to offer a ~~monthly~~combination ~~basis~~of ~~and~~performance, ~~communicating~~compact ~~such transaction~~design, ~~classifications~~and tocost ~~the~~efficiency ~~Company’s~~for ~~accountants~~hospitals, ~~who~~imaging ~~prepare~~centers, ~~the~~and ~~quarterly~~physician ~~schedules~~practices.

~~There~~● ~~can~~Geographic beExpansion noPursue ~~assurance~~opportunities ~~that the Company’s disclosure controls and procedures will detect or uncover all failures of persons within the Company~~ to ~~disclose material~~expand ~~information~~into ~~otherwise~~markets ~~required~~outside ~~to be set forth in the Company’s periodic reports. There are inherent limitations to the effectiveness~~ of ~~any~~North ~~system of disclosure controls and procedures~~America, ~~including~~subject ~~the~~to ~~possibility~~applicable ofregulatory ~~human~~approvals ~~error~~ and ~~the~~market ~~circumvention or overriding of the controls and procedures~~conditions. ~~Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.~~

~~(b)~~● ~~Management~~Strategic Partnerships Evaluate and pursue strategic relationships and partnership opportunities that may enhance the Company’s ~~Report~~product onofferings, ~~Internal~~distribution ~~Control~~capabilities, ~~over~~and ~~Financial~~market ~~Reporting~~reach.

~~Our~~● ~~management~~Capital isMarkets ~~responsible for~~Strategy ~~establishing~~Pursue ~~and~~an ~~maintaining~~uplisting ~~adequate~~to ~~internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as~~ a ~~process~~more ~~designed~~prominent ~~by,~~public ~~or under the supervision of~~market, ~~our~~subject ~~principal executive~~to ~~and~~meeting ~~principal~~applicable ~~financial~~listing ~~officers~~requirements, ~~management and other personnel,~~ to ~~provide~~enhance ~~reasonable~~visibility ~~assurance regarding the reliability of financial reporting~~ and ~~the~~access ~~preparation~~to ~~of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:~~capital.

~~· Pertain to~~At December 31, 2025, the ~~maintenance~~Company had current assets of ~~records~~$3,339,186 ~~that~~and intotal ~~reasonable~~assets ~~detail~~of ~~accurately~~$3,999,649 ~~and~~compared ~~fairly~~to ~~reflect~~December ~~the~~31, ~~transactions~~2024, ~~and~~when ~~dispositions~~current ofassets ~~our~~were $1,352,451 and total assets were $1,800,530. The increase in current assets; is attributable primarily to an increase in cash offset by inventory write-downs for the year ended December 31, 2025.

~~· Provide reasonable~~Current ~~assurance~~liabilities ~~that~~at ~~transactions~~December ~~are~~31, ~~recorded~~2025, aswere $2,402,141 ~~necessary~~compared to ~~permit~~$2,432,953 ~~preparation~~at ofDecember ~~financial~~31, ~~statements~~2024. inAt ~~accordance~~December ~~with generally~~31, ~~accepted~~2025 ~~accounting~~and ~~principles~~2024, ~~and~~current ~~that~~liabilities ~~our~~were ~~receipts~~largely comprised of accounts payable and ~~expenditures~~accrued ~~are~~expenses ~~being~~with ~~made~~3rd parties ~~only~~and inrelated ~~accordance~~parties, ~~with~~deferred ~~authorization~~revenues, notes and other ofdebt ~~our~~as ~~management;~~well ~~and~~as its operating lease.

~~· Provide~~Net ~~reasonable~~cash ~~assurance~~used ~~regarding~~in ~~prevention~~operating oractivities ~~timely~~during ~~detection~~the year ofended ~~unauthorized~~December ~~acquisition~~31, ~~use~~2025, orwas ~~disposition~~$4,700,299 ~~of our~~compared ~~assets~~to ~~that~~$1,730,862 ~~could~~used ~~have~~in aoperating ~~material~~activities ~~effect~~during on the ~~financial~~year ~~statements~~ended December 31, 2024.

~~Because~~Net ofcash ~~its~~used ~~inherent~~in ~~limitations, internal~~investing ~~control~~activities ~~over~~during the ~~financial~~year ~~reporting~~ended ~~may~~December ~~not~~31, ~~prevent~~2025, orwas ~~detect~~$99,026, ~~misstatements.~~used ~~Projections~~for ofpurchase ~~any evaluation~~ of ~~effectiveness to~~fixed ~~future~~assets ~~periods~~compared ~~are subject~~ to ~~the~~$0 ~~risk~~used ~~that controls may become inadequate because of changes~~ in ~~conditions,~~investing oractivities ~~that the degree~~during ~~of compliance with~~ the ~~policies~~year ~~and~~ended ~~procedures~~December ~~may~~31, ~~deteriorate~~2024.

24Net cash provided by financing activities was $7,250,000 and $1,700,000 for the year ended December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, cash from financing activities was comprised of $10,000,000 from sales of common stock, $100,000 proceeds from note payable - related party (Board Director), $350,000 of repayments on notes payable - related party (Board Director), and $2,500,000 cash paid to repurchase and retire common stock.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth by the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Based on this assessment, management concluded that, as of December 31, 2014, our internal control over financial reporting was effective at a reasonable assurance level based on these criteria. However, management did identify a material weakness.24

~~The~~Off-Balance ~~Company~~Sheet ~~identified the following material weakness related to its internal controls over financial reporting:~~Arrangements

~~Audit~~We ~~Committee~~have ~~and~~not ~~Financial Expert~~entered .into ~~The~~any ~~Company~~transactions ~~does~~with unconsolidated ~~not~~entities whereby we have afinancial ~~formal~~guarantees, ~~audit~~subordinated ~~committee~~retained ~~with~~interests, aderivative ~~financial~~instruments ~~expert~~or other contingent arrangements that expose us to material continuing risks, ~~and~~contingent ~~thus~~liabilities, ~~the~~or ~~Company~~any ~~lacks~~other ~~the~~obligations ~~board~~under a variable ~~oversight~~interest ~~role~~in ~~within~~an ~~the~~unconsolidated ~~financial~~entity ~~reporting~~that ~~process~~provides us with financing, liquidity, market risk or credit risk support.

~~The~~Recently ~~Company~~Issued ~~intends~~Accounting to form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently. The Company anticipates that this action will remediate the related material weakness.Standards

~~This~~Pronouncements ~~annual~~issued ~~report~~by ~~does not include an attestation report of~~ the ~~Company's~~FASB ~~registered~~or ~~public~~other authoritative accounting ~~firm~~standards ~~regarding~~group ~~internal~~with ~~control~~future ~~over~~effective ~~financial~~dates ~~reporting.~~are ~~Management's report~~either ~~was~~ not ~~subject~~applicable toor ~~attestation~~not bysignificant ~~the Company's independent registered public accounting firm pursuant~~ to ~~rules of~~ the ~~Securities~~financial statements ~~and~~of ~~Exchange Commission that permit~~ the Company ~~to provide only management's report in this annual report~~.

~~(c)~~Critical ~~Changes~~Accounting inPolicies ~~Internal~~and ~~Control over Financial Reporting~~Estimates

~~There~~The ~~have~~discussion ~~been~~and noanalysis ~~changes~~of inour financial condition ~~the~~and ~~Company’s~~results ~~internal~~of ~~control~~operations ~~over~~is based upon our financial ~~reporting~~statements, ~~during~~which ~~the~~have ~~most~~been ~~recent~~prepared ~~fiscal~~in ~~quarter~~accordance ~~that~~with ~~have~~U.S. ~~materially~~generally ~~affected,~~accepted oraccounting ~~are~~principles. ~~reasonably~~The ~~likely~~preparation of these financial statements requires us to ~~materially~~make estimates and judgments that affect, the reported ~~Company’s~~amount ~~internal~~of ~~control~~assets ~~over~~and liabilities and related disclosure of contingent assets and liabilities at the date of our financial statements ~~reporting~~and the reported amounts of revenues and expenses during the applicable period. Actual results may differ from these estimates under different assumptions or conditions.

~~ITEM~~We 9Bdefine 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. ~~Other~~In ~~Information~~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:

~~None~~Financial Instruments with Characteristics of Both Liabilities and Equity

~~ITEM~~The ~~10.~~Company ~~Directors~~evaluates equity or liability classification for freestanding financial instruments, ~~Executive~~including ~~Officers~~convertible preferred stock, warrants, and ~~Corporate~~options, ~~Governance~~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.

~~The~~If ~~following~~a ~~table~~freestanding ~~sets~~financial ~~forth:~~instrument does not ~~(1)~~represent ~~names~~an outstanding equity share and ~~ages~~does ofnot ~~all~~meet ~~persons~~liability ~~who~~classification ~~presently~~under ASC ~~are~~480, ~~and~~the ~~who~~Company ~~have~~then ~~been~~assesses whether ~~selected~~the asfreestanding ~~directors~~financial instrument is indexed to its own stock and ~~executive~~meets ~~officers~~equity ofclassification ~~the~~pursuant ~~Registrant;~~to FASB ASC 815-40, Derivatives and Hedging (2“ASC 815”). ~~all~~The ~~positions~~Company ~~and~~further ~~offices~~assesses ~~with~~whether the ~~Registrant~~freestanding ~~held~~financial byinstruments should ~~each~~be ~~such~~classified ~~person;~~as ~~(3)~~temporary ~~any~~equity. ~~period~~Freestanding ~~during~~financial ~~which~~instruments hethat are redeemable for cash or ~~she~~other ~~has~~assets ~~served~~at asa ~~such:~~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.

Name	Age	Position with the Company
Joseph G. Oliverio	45	President and Chairman of the Board
Corey N. Conn	52	Chief Financial Officer, Director
Sachio Okamura	64	Director
Dr. Anthony C. Nicholls	67	Director
Yuri Perevalov	62	Director

~~Directors~~Revenue ~~are elected annually and serve until the next annual meeting and until his successor has been elected and qualified, or until his earlier death, resignation or removal.~~Recognition

~~Joseph G.~~The ~~Oliverio. Mr. Oliverio was appointed by the Board of Directors to serve as the~~ Company's ~~President~~recognizes onrevenue ~~November~~in ~~12,~~accordance ~~2013~~with ~~and~~ASC ~~was appointed Chairman of the Board of Directors on September 5~~606, ~~2014.~~Revenue ~~Mr. Oliverio served as Chief Technical Officer~~ from ~~May~~ ~~14,~~Contracts ~~2009~~with ~~to 2013 and President from 2005 to 2009~~Customers. ~~Prior~~Revenue tois ~~April~~recognized ~~15,~~when ~~2009,~~or ~~Mr.~~as ~~Oliverio~~control ~~served on the Board~~ of ~~Directors~~promised ~~of Neusoft~~goods ~~Positron~~or ~~Medical~~services ~~Systems~~is ~~Co., Ltd., a joint venture with Neusoft Medical Systems of China that manufactures the Company's~~transferred ~~PET products. Prior~~ to ~~joining Positron, Mr. Oliverio was~~ the ~~Chief~~customer ~~Operating~~in ~~Officer~~an ofamount ~~Michael~~that E.reflects ~~Merhige,~~the ~~M.D.,~~consideration ~~LLC, a renowned coronary disease reversal and prevention center. Mr. Oliverio earned an MBA from~~ the ~~University~~Company ofexpects ~~Phoenix~~to ~~and~~receive ~~a BS~~ in ~~Nuclear Medicine~~exchange ~~Technology~~for ~~from~~those ~~State~~goods ~~University~~or ~~of New York at Buffalo, and is a certified nuclear medicine technologist~~services. ~~Mr. Oliverio~~ ~~has performed more than 13,000 combined heart and cancer PET scans using Positron devices and brings to the Company a valuable combination of business, clinical and technical skill sets.~~ The Company’s ~~Officers~~applies ~~and Directors concluded Mr. Oliverio’s extensive clinical and technical PET experience and industry background make him an ideal candidate to serve on~~ the ~~Board~~following offive-step ~~Directors.~~model:

~~Corey N.~~(i) ~~Conn..~~identify ~~Mr. Conn was appointed by~~ the ~~Board~~contract ofwith ~~Directors to serve as Chief Financial Officer in 2005 and was elected as~~ a Director on January 2, 2008. Mr. Conn was Vice President of Business Development at iXL, an e-business and e-transformations services provider from June 1996 to September 1999 and also served as Managing Director of Virtual Partnerships, LLC, a business development and business strategy consulting firm from 1999 to 2004. Mr. Conn received a Bachelor’s Degree in Business Administration from Bradley University. The Company’s Officers and Directors concluded Mr. Conn’s extensive experience in financial compliance and operations in early stage companies make him an ideal candidate to serve on the Board of Directors.customer;

25(ii) identify the performance obligations in the contract;

~~Sachio Okamura.~~(iii) ~~Mr.~~determine ~~Okamura has served as a director since his appointment to~~ the ~~Board~~transaction of the Company on April 1, 2001. Mr. Okamura has performed bio-medical consulting services for Okamura Associates, Inc. from 1993 through the present date. These consulting services have included regulatory, distribution, licensing, joint venture, investment, merger and acquisition activities involving businesses in the United States and Japan. Mr. Okamura was in charge of bio-medical business development for various offices of Mitsubishi Corporation from 1978 through 1993. Mr. Okamura received a BS in Biochemistry in 1975 from the University of California, Davis and a Master of International Business from the American Graduate School of International Management in 1978. The Company’s Officers and Directors concluded Mr. Okamura’s extensive experience within the medical industry makes him an ideal candidate to serve on the Board of Directors.price;

Dr. Anthony Nicholls. Dr. Nicholls has served as a director since 2005. Dr. Nicholls is an independent consultant with over 30 years’ experience in medical devices and diagnostics research. He has lectured in 45 countries of the world on subjects varying from the rapid diagnosis of Sepsis, Tuberculosis and Aids to vaccine production, environmental responsibility and entrepreneurship. He co-founded FAS Medical Ltd. in 1992, and as CEO, raised (~~CDN~~iv) $6allocate ~~million, achieved a listing on CDNX and established sales of~~ the ~~company's products~~transaction inprice ~~21 countries. He was employed as CEO of FAS Medical Ltd. from 1992~~ to 2003. Previously he was CEO of Trinity Biotech PLC and oversaw a successful IPO on NASDAQ. Earlier, Dr. Nicholls held senior management posts with Cambridge Biotech Corp. (Exec. VP), Biotech Research Labs Inc. (Pres. & COO), Fisher Scientific (Senior VP. & Gen. Manager), Ciba Corning Medical (Director, New Technology Development) and Flow General (International Scientific Director). Dr. Nicholls' academic career included seven years as Head of Microbiology and Immunology at the ~~Midhurst Medical Research Institute in Sussex, England, where he published~~performance ~~numerous~~obligations ~~papers on tuberculosis, pneumonia and sepsis. Dr. Nicholls is a graduate of the University of Birmingham School of Medical Sciences and has a Ph.D.~~ in ~~Immunology. The Company’s Officers and Directors concluded Mr. Nicholls extensive experience within~~ the ~~medical~~contract; ~~industry as a businessman~~ and ~~physician make him an ideal candidate to serve on the Board of Directors.~~

~~Yuri~~(v) ~~Perevalov. Dr.~~recognize ~~Perevalov~~revenue ~~was~~when, ~~elected~~or as ~~a Director on December 22~~, ~~2014. Dr. Perevalov is a business consultant and has been providing consulting~~performance ~~services~~obligations toare ~~the Company since June 2007~~satisfied. These consulting services include strategy and business development, merger and acquisitions, finance and operations. Prior thereto, Dr. Perevalov was Vice-President of Strategy and Business Development of IPT Inc., a wholly-owned subsidiary of the Company. Prior thereto, Mr. Perevalov held positions in financial analysis and planning in several different industries in Canada and for a decade was Executive Vice-President of Research and head of a department of the economic think-tank of the Russian Academy of Sciences, consulting the provincial government and large companies. Dr. Perevalov is an author of more than 130 publications and reports presented at numerous scientific conferences in Russia, Finland, Germany and Sweden. Dr. Perevalov holds a BS from the Ural State Technical University (Russia), a Candidate of Science degree in Economics (a PhD equivalent) and a Doctor of Science degree in Economics, both from the Russian Academy of Sciences.

~~AUDIT~~Nature ~~COMMITTEE.~~of Services and Performance Obligations

~~Our~~The ~~Board~~Company ofgenerates ~~Directors~~revenue ~~has not~~primarily ~~established~~from aclinical, ~~separate audit committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934~~technical, asand ~~amended (the~~maintenance ~~“Exchange~~service ~~Act”).~~contracts ~~Instead~~that ~~the~~provide ~~board~~customers ofwith ~~directors~~ongoing ~~acts~~product assupport ~~the~~and ~~audit~~from ~~committee within the meaning of Section 3(a)(58)(B)~~sales of ~~the Exchange Act~~equipment. ~~The~~These ~~Company~~contracts ~~intends~~are ongenerally ~~establishing~~one-year anagreements ~~Audit~~that ~~Committee~~automatically ~~composed~~renew offor ~~independent~~successive ~~directors~~one-year ofperiods ~~the Company. The~~unless ~~audit~~terminated ~~committee's~~by ~~duties~~either ~~would~~party bewith toat ~~recommend~~least to90 ~~the Company~~days's ~~board of directors the engagement of independent auditors to audit the Company's financial statements and to review its accounting and auditing principles~~notice. The ~~audit~~Company ~~committee~~considers ~~would~~only ~~review~~ the ~~scope, timing~~noncancelable ~~and~~initial ~~fees~~term ~~for the annual audit~~ and ~~the~~any ~~results of audit examinations performed by the internal auditors and independent public~~renewal ~~accountants,~~periods ~~including~~for their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Company's board of directors, free from any relationship which ~~would interfere with~~ the ~~exercise~~customer ofhas ~~independent judgment as~~ a ~~committee~~material ~~member~~right ~~and~~when ~~who~~determining ~~possess~~the ancontract ~~understanding~~term ~~of financial statements~~ and ~~generally~~performance ~~accepted accounting principles~~obligations.

~~COMPENSATION~~Each ~~COMMITTEE~~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.

~~Our~~Significant board of directors does not have a separate compensation committee responsible for determining executive and director compensation. Instead, the board of directors fulfills this function, and each member of the Board participates in the determination. Given the small size of the Company and its Board, plus the Company's limited resources, locating, obtaining and retaining additional independent directors is extremely difficult. In the absence of independent directors, the Board does not believe that creating a separate compensation committee would result in any improvement in the compensation determination process. Accordingly, the board of directors has concluded that the Company and its stockholders would be best served by having the entire board of director’s act in place of a compensation committee. When acting in this capacity, the Board does not have a charter.Judgments

26In applying ASC 606, the Company makes the following significant judgments that affect the timing and amount of revenue recognized:

~~CODE~~(i) OFthe ~~ETHICS~~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;

We(ii) ~~have~~for ~~adopted~~maintenance acontracts, ~~code of ethics meeting~~ the ~~requirements~~Company uses ofa ~~Section~~time-based, ~~406 of the Sarbanes~~straight-~~Oxley~~line ~~Act~~output ofmethod ~~2002. We believe our code of ethics is reasonably designed~~ to ~~deter~~measure ~~wrongdoing and promote honest and ethical conduct; provide full~~progress, ~~fair,~~which ~~accurate,~~it ~~timely~~has ~~and~~determined ~~understandable~~faithfully ~~disclosure~~depicts inthe ~~public~~Company's ~~reports; comply~~performance ~~with~~as ~~applicable~~the ~~laws;~~customer ~~ensure~~simultaneously ~~prompt~~receives ~~internal reporting of violations;~~ and ~~provide~~consumes ~~accountability for adherence to~~ the ~~provisions~~ benefits of the ~~code~~services; ~~of ethic. Our code of ethics is filed as an exhibit to this Form 10-K.~~and

~~ITEM~~(iii) ~~11.~~for ~~Executive~~equipment ~~Compensation~~sales, the Company applies judgment in assessing when control transfers to the customer.

~~Summary~~No ~~Compensation~~changes ~~Table~~to these judgments have occurred during the periods presented.

~~The~~Transaction ~~following~~Price ~~Summary Compensation Table shows certain compensation information for each of the Named Executive Officers. Compensation data is shown for the years ended December 31, 2014~~ and ~~2013. This information includes the dollar value of base salaries, bonus awards, the number of stock options granted, and certain other compensation, if any, whether paid or deferred.~~Allocation

Name and Principal Position	Year		Salary		Bonus		Restricted Stock Awards		Option Awards (c)		Nonequity incentive plan		All other compensation		Total
Patrick G. Rooney, (a)		2014	$	122,659	$	-	$	-	$	-	$	-	$	-	$	122,659
Former Chief Executive Officer		2013	$	150,000	$	-	$	-	$	191,931	$	-	$	-	$	341,931
Joseph G. Oliverio,		2014	$	150,000	$	-	$	-	$	35,960	$	-	$	-	$	185,960
President		2013	$	156,000	$	-	$	-	$	150,803	$	-	$	-	$	306,803
Corey N. Conn,		2014	$	156,861	$	-	$	-	$	35,960	$	-	$	-	$	192,821
Chief Financial Officer		2013	$	150,000	$	-	$	-	$	150,803	$	-	$	-	$	300,803
Charles Conroy, (b)
Former Chief Operating Officer, Executive Director of Sales and Marketing		2013	$	147,000	$	-	$	-	$	-	$	-	$	-	$	147,000
Yuri Perevalov, (d) Director		2014	$	100,000	$	-	$	-	$	-	$	-	$	-	$	100,000

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.

~~(a)~~Revenue ~~Mr.~~Recognition ~~Rooney~~– ~~resigned in September 2014;~~Timing

~~(b)~~The ~~Mr.~~Company ~~Conroy~~recognizes ~~resigned~~revenue aseither ~~COO~~over ~~effective~~time or ~~November~~at ~~12,~~a ~~2013~~point in time depending on the nature of the performance obligation.

~~(c)~~Maintenance ~~Option~~contract ~~related~~revenue tois ~~Series~~recognized ~~preferred~~over time ~~share~~as ~~options~~the ~~extended~~customer tosimultaneously ~~January~~receives ~~2020~~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.

~~(d) Compensation earned for consulting services and not as directors’ fees. Mr. Perevalov was appointed December 22, 2014~~26

27Equipment 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 years December 31, 2025 and 2024, no equipment sale revenue had been recognized, as the conditions for transfer of control had not yet been met.

~~The~~Principal ~~following~~vs. ~~table~~Agent ~~sets forth for each named executive officer certain information concerning the outstanding equity awards as of December 31, 2014.~~Considerations

	Option awards								Stock awards
Name and Principal Position	Number of Securities Underlying Unexercised Options Exercisable			Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested		Market Value of Shares or Units of Stock that Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested
Joseph Oliverio		550,000	(1)		-	$	1.00	12/31/15		-		-		-		-
Joseph Oliverio		20,000,000	(2)		-	$	0.01	1/17/15		-		-		-		-
Corey Conn		550,000	(1)		-	$	1.00	12/31/15		-		-		-		-
Corey Conn		20,000,000	(2)		-	$	0.01	1/17/15		-		-		-		-

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.

~~(1)~~Contract -Balances ~~Options were granted for Series B preferred shares~~ and ~~were~~Remaining ~~modified by the Board to extend the expiration to December 31, 2015~~Performance Obligations

~~(2)~~The -Company's Incontract ~~2015,~~liabilities ~~the~~consist ~~Board~~of ~~extended~~deferred revenue ~~these~~related ~~options~~to ~~under~~maintenance contracts billed in advance and customer deposits on pending equipment sales. These amounts are presented as deferred revenue on the ~~existing~~accompanying ~~terms~~balance sheets and are expected to ~~January~~be 17recognized as revenue within the next twelve months. There were no contract assets as of December 31, ~~2020~~2025 or 2024.

~~Equity~~The ~~Compensation~~Company ~~Plan~~has ~~Information~~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.

~~The~~Deferred ~~following~~Revenue ~~table~~(Contract ~~summarizes share and exercise information about the Company's equity compensation plans as of December 31, 2014.~~Liabilities)

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities included in column 1)
Series B Preferred Stock Options		1,370,000	$	1.00		-
Common Stock		107,600,000		0.01		9,400,000

Deferred revenue represents consideration received from customers prior to the satisfaction of the related performance obligation.

~~SUMMARY~~Maintenance OFcontract ~~EQUITY~~amounts ~~COMPENSATION~~billed in advance ~~PLANS~~represent consideration received from customers prior to the applicable service period. These amounts are recognized as revenue ratably over the service period as performance obligations are satisfied.

~~Equity-Based~~Related ~~Compensation~~Parties

~~Key~~The ~~Employee~~Company defines related parties in accordance ~~Incentive~~with ASC ~~Compensation~~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.

~~The~~Related ~~Company~~parties has an incentive compensation plan for certain key employees. The incentive compensation plan provides for annual bonus payments based upon achievement of certain corporate objectives as determined by the Company's Board of Directors. During 2013include, ~~the~~but ~~Company~~are ~~did~~ not ~~pay~~limited ~~any bonus pursuant~~ to ~~the incentive compensation plan.~~:

~~2009~~● ~~Stock Incentive~~Principal ~~Plan~~owners of the Company.

~~Positron's~~● ~~Board~~Members of ~~Directors (the~~management ~~“Board”) administers the 2009 Stock Incentive Plan~~ ("2009 Plan"), which was adopted by the Board effective September 22, 2009. The purpose of the 2009 Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align their interests with those of the Company’s stockholders. The 2009 Plan provides for the direct issuance of Awards including ~~stock options~~directors, ~~restricted~~executive ~~stock awards and unrestricted stock awards. All of the Company’s employees,~~ officers ~~and directors (including persons who have entered into an agreement with the Company under which they will be employed by the Company in the future)~~, ~~as well as all of the Company’s consultants~~ and ~~advisors~~key ~~that are natural persons, are eligible to the awards under the 2009 Plan~~employees). The administrator is authorized to determine the terms of each award granted under the plan, including the number of shares, exercise price, term and exercisability. Stock and options may be granted for services rendered or to be rendered. A total of 100,000 shares of Common Stock have been authorized for issuance under the 2009 Plan. During 2012, 86,000 shares total had been issued under the 2009 Plan. As of December 31, 2014, no shares had been issued under the 2009 Plan.

28● Immediate family members of principal owners and members of management.

~~2010~~● ~~Equity Incentive~~Entities ~~Plan~~affiliated with principal owners or management through direct or indirect ownership.

~~Positron's~~● ~~Board~~Entities of Directors (the “Board”) administers the 2010 Equity Incentive Plan ("2010 Plan"), which was adopted by the Board effective March 25, 2010. The purpose of the 2010 Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align their interests with those of the Company’s stockholders. The 2010 Plan provides for the direct issuance of Awards including stock options, restricted stock awards and unrestricted stock awards. All of the Company’s employees, officers and directors (including persons who have entered into an agreement with the Company under which ~~they will be employed by~~ the Company inhas ~~the~~significant ~~future)~~transactions, ~~as well~~where asone ~~all~~party ofhas the ~~Company’s~~ability ~~consultants and advisors that are natural persons, are eligible~~ to ~~the awards under the 2010 Plan. The administrator is authorized to determine the terms of each award granted under the plan, including the number of shares,~~ exercise ~~price,~~control ~~term and exercisability. Stock and options may be granted for services rendered~~ or tosignificant beinfluence ~~rendered.~~over ~~A total of 500,000 shares of Common Stock have been authorized for issuance under~~ the ~~2010~~management ~~Plan.~~or Asoperating ofpolicies ~~December 31, 2014 and 2013, 400,000 shares in total had been issued under the 2010 Plan. During 2014, 700,000~~ of ~~these options were forfeited. As of December 31, 2014,~~ the ~~company~~ ~~had a total of 1,370,000 options outstanding~~other. ~~In 2015, the Board extended the outstanding options to January 17, 2020.~~

~~2012 Equity Incentive Plan~~27

OnA ~~January~~party 17, 2012, Positron's Board of Directors (the “Board”) adopted the 2012 Equity Incentive Plan ("2012 Plan"). The plan authorizes issuance a total of 2,000,000 options to purchase common stock shares. The purpose of the 2012 Plan is toconsidered ~~advance~~related ~~the~~if ~~interests of~~it ~~the~~has ~~Company’s stockholders by enhancing~~ the ~~Company’s~~ ability ~~to attract, retain and motivate persons who are expected~~ to ~~make~~control ~~important~~or ~~contributions~~significantly toinfluence the ~~Company~~management ~~and~~or byoperating ~~providing~~policies ~~such persons with equity ownership opportunities and performance-based incentives that are intended to better align their interests with those~~ of the Company’s stockholders. The 2012 Plan provides for the direct issuance of Awards including stock options, restricted stock awards and unrestricted stock awards. All of the Company’s employees, officers and directors (including persons who have entered into an agreement with the Company under which they will be employed by the Company in ~~the~~a ~~future),~~manner ~~as well as all of the Company’s consultants and advisors~~ that ~~are~~could ~~natural~~prevent ~~persons,~~either ~~are~~party ~~eligible~~from to the awards under the 2012 Plan. The administrator is authorized to determine the terms of each award granted under the plan, including the number of shares, exercise price, term and exercisability. Stock and options may be granted for services rendered or to be rendered. A total of 2,000,000 shares of Common Stock have been authorized for issuance under the 2012 Plan. On January 17, 2012, the Company granted certain employees options to purchase 177,600,000 shares of common stock under the 2012 Plan at an exercise price of $0.01 per share. During 2012, 70,000 of these options were forfeited. On November 5, 2012, the Company granted additional options to purchase 200,000 shares of common stock to a new employee at an exercise price of $0.01 per share. Fifty percent of the January and November option grants vested immediately on the grant date and the remaining fifty percent vested on January 17, 2013. All the options issued under the plan expire on January 17, 2015. As of December 31, 2012, the Company had a total of 1,906,000 options outstanding, 50% of which were fully ~~vested.~~pursuing ~~The~~its ~~remaining~~own ~~50%~~separate ofeconomic ~~options vested on January 17, 2013~~interests. During 2014, 80,500,000 of these options were forfeited. As of December 31, 2014, the company had a total of 107,600,000 options outstanding. In 2015, the Board extended the outstanding options to January 17, 2020.

~~401(k)~~The ~~Savings~~Company ~~Plan~~discloses all material related party transactions, including:

● The ~~Company~~nature ~~has~~of athe ~~401(k)~~relationship ~~Retirement Plan~~between ~~and Trust (~~the ~~"401(k) Plan") which became effective as of January 1, 1989~~parties. ~~Employees~~● ofA ~~the~~description ~~Company who have completed one-quarter year~~ of ~~service and have attained age 21 are eligible to participate in~~ the ~~401~~transaction(ks) ~~Plan. Subject to certain statutory limitations~~, aincluding ~~participant~~terms ~~may elect to have his or her compensation reduced by up to 20%~~ and ~~have the Company contribute such~~ amounts ~~to the 401(k) Plan on his or her behalf ("Deferral Contributions")~~involved. ~~The~~● ~~Company~~Any ~~may~~amounts ~~make~~due ~~discretionary contributions in an amount up~~ to ~~25%~~or offrom ~~the~~related ~~participant's~~parties ~~Deferral~~as ~~Contributions up to 6%~~ of ~~his/her compensation ("Employer Contributions"). Additionally,~~ the ~~Company~~reporting ~~may make such additional contributions, as it shall determine each year in its discretion~~date. ~~All~~● ~~Deferral and~~Any ~~Employer~~other ~~Contributions~~elements ~~made~~necessary onfor ~~behalf of~~ a ~~participant~~clear ~~are~~understanding ~~allocated~~of tothe ~~his/her~~transactions’ ~~individual~~effects ~~accounts~~on ~~and such participant is permitted to direct~~ the ~~investment~~financial ~~of such accounts~~statements.

29Disclosures 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.

AInformation ~~participant~~Regarding is fully vested in the current value of that portion of his/her accounts attributable to Deferral Contributions. A participant's interest in that portion of his/her accounts attributable to Employer Contributions is generally fully vested after five years of employment. Distributions under the 401(k) Plan are made upon termination of employment, retirement, disability and ~~death.~~Factors ~~In addition, participants may~~Affecting ~~make~~Forward ~~withdrawals~~Looking in the event of severe hardship or after the participant attains age fifty-nine and one-half. The 401(k) Plan is intended to qualify under Section 401 of the Internal Revenue Code of 1986, so that contributions made under the 401(k) Plan, and income earned on contributions, are not taxable to participants until withdrawal from the 401(k) Plan.Statements

~~Policy~~The ~~with~~Company ~~Respect~~is including the following cautionary statement in this Annual Report on Form 10-K to $1make ~~Million~~applicable ~~Deduction~~and ~~Limit~~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.

ItThe ~~is the~~ Company'’s ~~policy~~expectations, ~~where~~beliefs and projections ~~practical,~~are expressed in good faith and are believed by the Company to ~~avail~~have ~~itself~~a reasonable basis, including without limitations, management’s examination of ~~all~~historical ~~proper~~operating ~~deductions~~trends, ~~under~~data contained in the ~~Internal~~Company’s ~~Revenue~~records ~~Code~~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 ~~Amendments~~addition to other factors and matters discussed elsewhere herein, the ~~Internal~~following ~~Revenue~~are inimportant ~~1993~~factors that, in the view of the ~~limit~~Company, could cause actual results to differ materially from those discussed in ~~certain~~the ~~circumstances,~~forward looking statements: the ~~deductibility~~ability of the ~~compensation~~Company into ~~excess~~attain ofwidespread $1market ~~million~~acceptance ~~paid~~of toits ~~each~~systems; the ability of the ~~five~~Company ~~highest~~to ~~paid~~obtain acceptable forms and amounts ~~executives~~of infinancing ~~one~~to ~~year.~~fund ~~The~~future ~~total~~operations; ~~compensation~~demand offor the ~~executive~~Company’s ~~officers~~services; ~~did~~and ~~not~~competitive ~~exceed~~factors. ~~this~~The ~~deduction~~Company ~~limitation~~disclaims any inobligation ~~2013~~to update any forward looking statements to reflect events or ~~2011~~circumstances after the date hereof.

~~Compensation~~Item of7A. ~~Directors~~Quantitative and Qualitative Disclosures About Market Risk.

~~Directors~~As ~~who~~a ~~are~~“smaller ~~also~~reporting ~~employees of~~company”, the Company ~~receive~~is nonot ~~fees~~required ~~for~~to ~~services~~provide ~~provided in that capacity, but are reimbursed for out-of-pocket expenses incurred in connection with attendance at meetings of~~ the ~~Board~~information ofrequired ~~Directors~~by ~~and~~this ~~its committees~~Item.

~~Non-Employee~~Item ~~Director~~8. ~~Compensation~~Financial Statements and Supplementary Data.

~~During~~Reference ~~the~~is ~~year~~made ~~ended~~to ~~December 31,~~our ~~2014~~financial ~~and 2013~~statements, the ~~our~~notes ~~Non-Employee~~thereto, ~~Directors~~and ~~received~~the noreport ~~compensation~~thereon, ~~from~~commencing ~~the~~on ~~Company.~~page ~~Non~~F-~~Employee~~1 ~~Directors~~of ~~continue~~this toAnnual ~~be reimbursed~~Report ~~for~~on ~~their~~Form ~~reasonable~~10-K, ~~expenses~~which ~~associated~~financial ~~with~~statements, notes, ~~attending~~and ~~board~~report ~~and~~are ~~committee~~incorporated ~~meetings~~herein by reference.

~~ITEM~~Item 129. ~~Security~~Changes ~~Ownership~~in ofand ~~Certain~~Disagreements ~~Beneficial~~with ~~Owners~~Accountants ~~and~~on ~~Management~~Accounting and ~~Related~~Financial ~~Stockholder Matters~~Disclosure

~~The~~On ~~following~~January ~~tables~~10, ~~based in part upon information supplied by officers~~2025, ~~directors and principal shareholders, set forth certain information regarding~~ the ~~beneficial ownership of the~~ Company's ~~voting~~engaged ~~securities by (i) all those known by the Company to be beneficial owners of more than 5% of the~~Freed ~~Company's~~Maxick ~~voting~~P.C. ~~securities;~~as ~~(ii)~~its ~~each~~independent ~~director~~registered ~~(iii)~~accounting ~~the Company's Chief Executive Officer and the four other highest paid executive officers (the "Named Executive Officers"); and (iv) the directors and executive officers as a group~~firm.

Name of Beneficial Owner		Title of Class	Beneficial Ownership (a)		Number of Shares Subject to Options, Warrants and Convertible Preferred Stock Exercisable		Percent of Class (b)
Cecil O’Brate	(c)	Common		1,308,535,587		0		22.9	%
Joseph G. Oliverio	(d)	Common		0		75,000,000		*	%
Corey N. Conn	(e)	Common		813,311,111		85,500,000		14.24	%
Sachio Okamura	(f)	Common		0		2,500,000		*
Dr. Anthony C. Nicholls	(g)	Common		0		1,500,000		*
Yuri Perevalov	(h)	Common		0		30,000,000		*
All Directors and Executive Officers as a Group (5 Persons)		Common		818,311,111		170,500,000		14.242	%

Effective December 10, 2025, the Company appointed Salberg & Company, P.A. (“Salberg”) as its new independent registered public accounting firm. Salberg has been retained to audit the Company’s financial statements as of and for the fiscal year ended December 31, 2025, and to perform reviews of the Company’s interim financial statements for the quarters ended March 31, 2026, June 30, 2026, and September 30, 2026. See Form 8-K filed on December 16, 2025.

* Does not exceed 1% of the referenced class of securities.28

~~(a)~~Item ~~Security ownership is direct unless indicated otherwise~~9A. ~~Security~~Controls ~~ownership information for beneficial owners is taken from statements filed with the Securities~~ and ~~Exchange Commission pursuant to Sections 13(d), 13(g) and 16(a) and/or information made known to the Company.~~Procedures

30Management’s Report on Disclosure Controls and Procedures

~~(b)~~Under ~~For~~the ~~each~~supervision ~~shareholder, the~~and ~~calculation~~with the participation of ~~beneficial~~our ~~ownership~~senior ismanagement, ~~based~~including ~~upon~~our 5chief executive officer and chief financial officer,~~709,834,011~~ ~~shares~~we conducted an evaluation of ~~Common~~the effectiveness ~~Stock~~of ~~outstanding~~the asdesign and operation of ~~March~~our ~~31,~~disclosure ~~2015~~controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) ~~shares~~under the Securities Exchange Act of ~~Common~~1934, ~~Stock~~as ~~subject~~amended to(the ~~options~~“Exchange Act”), ~~warrants~~as ~~and/or~~of ~~conversion~~the ~~rights~~end ~~held~~of the period covered by this Annual Report on Form 10-K (the ~~shareholder~~“Evaluation ~~that~~Date”). ~~are~~Based ~~currently~~on ~~exercisable~~this evaluation, our chief executive officer and orchief ~~exercisable~~financial ~~within~~officer 60concluded ~~days,~~as ~~which~~of ~~are~~the ~~deemed~~Evaluation toDate bethat ~~outstanding~~our disclosure controls and procedures were not effective such that the information relating to us required to be ~~beneficially~~disclosed ~~owned~~in byour ~~the~~Securities ~~shareholder~~and ~~holding~~Exchange ~~such~~Commission (“SEC”) reports ~~options~~(i) is recorded, ~~warrants~~processed, orsummarized ~~conversion~~and ~~rights.~~reported ~~Each~~within ~~share~~the oftime ~~Series~~periods Aspecified ~~Preferred~~in ~~Stock~~SEC ~~converts~~rules ~~into~~and ~~one~~forms, ~~fully~~and ~~paid~~(ii) ~~and~~is ~~non-assessable~~accumulated ~~shares~~and ofcommunicated ~~Common~~to ~~Stock.~~our ~~Each~~management, ~~share~~including ofour ~~Series~~chief Bexecutive ~~Convertible~~officer ~~Preferred~~and ~~Stock~~chief ~~converts~~financial ~~into~~officer, ~~one~~as ~~hundred~~appropriate ~~(100)~~to ~~shares~~allow timely ofdecisions ~~Common~~regarding ~~Stock~~required disclosure.

~~(c) Upon information available to the Company, includes 19,646,699 held jointly with Mr. O~~Management’~~Brate’~~s ~~son.~~Report ~~The~~on ~~address~~Internal ~~for~~Control ~~Mr.~~Over ~~O’Brate~~Financial ~~is 3118 N. Cummings Road, Garden City, OK 67846.~~Reporting1

~~(d)~~Management’s ~~Includes~~Report ~~55,000,000 shares~~on ofDisclosure ~~Common Stock issuable upon full conversion of 550,000 Series B shares that may be acquired by Mr. Oliverio pursuant to~~Controls ~~stock options that are exercisable until December 31, 2014~~ and ~~20,000,000 shares of Common Stock options pursuant to 2012 Equity Incentive Plan that are exercisable until January 17, 2015.~~Procedures

~~(e)~~Our ~~Includes~~management ~~55,000,000~~is responsible for establishing ~~shares~~and maintaining a system of ~~Common~~disclosure ~~Stock~~controls ~~issuable~~and ~~upon~~procedures ~~full~~(as ~~conversion~~defined ofin ~~550,000~~Rule ~~Series~~13a-15(e) Band ~~shares~~15d-15(e) under the Exchange Act) that ~~may~~is bedesigned ~~acquired~~to byensure ~~Mr.~~that ~~Conn~~information ~~pursuant~~required to ~~stock options~~be disclosed by us in the reports that ~~are~~we ~~exercisable~~file ~~until~~or ~~December~~submit 31under the Exchange Act is recorded, ~~2014~~processed, ~~warrants~~summarized toand ~~purchase 10~~reported,~~500,000~~ ~~shares~~within ofthe ~~Common~~time ~~Stock~~periods atspecified in the ~~exercise~~SEC ~~price of~~rules $and forms.01 ~~which~~Disclosure ~~expire~~controls and onprocedures ~~December 31~~include, ~~2014~~without limitation, controls and ~~20,000,000~~procedures ~~shares~~designed ofto ~~Common~~ensure ~~Stock~~that ~~options~~information ~~pursuant~~required to ~~2012~~be ~~Equity~~disclosed by ~~Incentive~~an ~~Plan~~ issuer in the reports that ~~are~~it ~~exercisable~~files ~~until~~or ~~January~~submits ~~17,~~under ~~2015.~~the ~~Also~~Exchange ~~includes~~Act ~~607~~is accumulated and communicated to the issuer’s management,~~200,000~~ ~~shares~~including ofits ~~Common~~principal ~~Stock~~executive ~~held~~officer byor ~~Pacno~~officers ~~Family~~and ~~Trust~~principal ~~over~~financial ~~which~~officer or officers, or persons performing ~~Mr.~~similar ~~Conn~~functions, ~~holds~~as ~~voting~~appropriate ~~and~~to ~~dispositive~~allow ~~power~~timely decisions regarding required disclosure.

~~(f)~~Under ~~Includes~~the 2supervision and with the participation of our senior management,~~500~~ including our chief executive officer and chief financial officer,~~000 shares~~ we conducted an evaluation of ~~Common~~the effectiveness ~~Stock~~of ~~issuable~~the ~~upon~~design ~~full~~and ~~conversion~~operation of 25our disclosure controls and procedures,~~000~~ ~~Series~~as Bdefined ~~shares~~in ~~that~~Rules ~~may~~13a-15(e) beand ~~acquired~~15d-15(e) under the Exchange Act, as of the end of the period covered by Mrthis Annual Report on Form 10-K (the “Evaluation Date”). Based ~~Okamura~~on ~~pursuant~~this toevaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our ~~stock~~disclosure ~~options~~controls and procedures were not effective such that ~~are~~the ~~exercisable~~information ~~until~~relating ~~December~~to 31us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, ~~2014~~processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(g) Includes 1,500,000 shares of Common Stock issuable upon full conversion of 15,000 Series B shares that may be acquired by Dr. Nicholls pursuant to stock options that are exercisable until December 31, 2014.29

~~(h)~~Management’s ~~Includes~~Report ~~30,000,000~~on ~~shares~~Internal ofControl ~~Common Stock that may be acquired~~Over byFinancial ~~Mr. Perevalov pursuant to options and conversion of Series B stock.~~Reporting

~~pursuant~~Management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. In order to ~~stock~~evaluate ~~options~~the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Our management, with the participation of our principal executive officer and principal financial officer have conducted an assessment, including testing, using the criteria in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013). Our system of internal control over financial reporting is designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management concluded that ~~are~~our ~~exercisable~~internal ~~until~~control ~~January~~over 17financial reporting was not effective as of December 31, ~~2015~~2025. The ineffectiveness of the Company’s internal control over financial reporting was due to the following material weaknesses, which are indicative of many small companies with small staff:

~~The~~(i) ~~address~~inadequate ~~for~~segregation ~~all officers~~of ~~and~~duties ~~directors~~consistent ofwith ~~the~~control ~~Company~~objectives; isand ~~530~~(ii) ~~Oakmont~~lack ~~Lane,~~of ~~Westmont,~~multiple ILlevels ~~60559~~of supervision and review.

~~SECTION~~We ~~16(a)~~are ~~BENEFICIAL~~currently ~~OWNERSHIP~~reviewing our disclosure controls ~~REPORTING~~and ~~COMPLIANCE~~procedures related to these material weaknesses and expect to implement changes in the current fiscal year, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.

~~Section~~Our ~~16(a)~~management ofwill ~~the~~continue ~~Exchange~~to ~~Act~~monitor ~~requires~~and evaluate the ~~Company’s officers~~effectiveness ~~and~~of ~~directors,~~our ~~and~~internal ~~persons~~controls ~~who~~and ~~own~~procedures ~~more~~and ~~than~~our ~~ten~~internal ~~percent~~controls ofover afinancial ~~registered~~reporting ~~class~~on ofan ~~the~~ongoing ~~Company’s equity securities,~~basis ~~to file reports of securities ownership~~ and ~~changes~~is incommitted ~~such~~to ~~ownership~~taking ~~with~~further ~~the~~action ~~SEC. Officers, directors~~ and ~~greater~~implementing ~~than~~additional ~~ten~~enhancements ~~percent shareholders~~or ~~also~~improvements, ~~are~~as ~~required~~necessary byand ~~rules~~as ~~promulgated~~funds ~~by the SEC to furnish the Company with copies of all Section 16(a) forms they file~~allow.

~~Cecil O’Brate~~Because of its inherent limitations, ~~who~~internal ~~holds~~controls over 1financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,~~308,535,587~~ ~~shares~~or that the degree of compliance with the ~~Company’s~~policies ~~common~~or ~~stock~~procedures may deteriorate. All internal control systems, ~~filed~~ ~~reports~~no onmatter ~~Form~~how 3well ~~and~~designed, ~~Form~~have 4inherent ~~after~~limitations. ~~the~~Therefore, ~~time~~even ~~proscribed~~those ~~for~~systems ~~the~~determined ~~filing~~to ofbe ~~such~~effective ~~reports~~can provide only reasonable assurance with respect to financial statement preparation and presentation.

~~The~~Management’s ~~address~~Remediation ~~for all officers and directors of the Company is 530 Oakmont Lane, Westmont, IL 60559.~~Plan

~~ITEM~~The 13weaknesses and their related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. ~~Certain~~Due ~~Relationships~~to our size and ~~Related~~nature, ~~Transactions~~segregation of all conflicting duties has not always been possible and ~~Director~~may ~~Independence~~not be economically feasible.

AtHowever, ~~December~~we ~~31,~~plan ~~2014,~~to ~~the~~take ~~Company had~~steps ~~deposits~~to inenhance and improve the ~~amount~~design of ~~$200~~our internal control over financial reporting. During the period covered by this annual report on Form 10-K,~~000~~ ~~paid~~we have not been able to ~~Neusoft~~remediate ~~for~~the ~~Attrius®~~material ~~system(s)~~weaknesses ~~for~~identified ~~which~~above. To remediate such weaknesses, we plan to implement the ~~Company~~following changes ~~has~~in ~~contracted.~~the current fiscal year as resources allow:

~~During~~(i) ~~the~~We ~~period~~have ~~January~~added ~~1, 2014~~additional ~~through~~qualified ~~December~~personnel ~~31,~~to ~~2014~~address inadequate segregation of duties and are in the ~~Company~~process ~~converted~~of ~~convertible~~implementing ~~notes~~modifications to ~~its~~our ~~former~~financial ~~CEO~~controls inthrough ~~the~~our ~~amount~~newly implemented ERP that will enforce these controls systematically and enable tracking of ~~$1,300,000~~the ~~into~~multiple ~~common stock.~~review process; and

~~During~~(ii) We will add several workflow review processes with the ~~period~~new ~~January~~ERP 1and we expect to finalize these efforts by the end of the 2026 fiscal year. Because of the inherent limitations in all control systems, ~~2014~~ ~~through~~no ~~December~~evaluation 31of controls can provide absolute assurance that all control issues, ~~2014~~if any, ~~the~~within our Company ~~converted~~have ~~convertible~~been ~~notes~~detected. toThese ~~its~~inherent ~~CFO~~limitations ininclude the ~~amount~~realities that judgments in decision-making can be faulty and that breakdowns can occur because of ~~$350,000~~simple ~~into~~error ~~common~~or ~~stock~~mistake.

OnManagement ~~June~~believes ~~25,~~that ~~2014~~despite our material weaknesses set forth above, our financial statements for the ~~Company’s former~~year ~~CEO~~ended ~~converted~~December 1031,~~000,000~~ ~~shares~~2025 ofare ~~Series~~fairly Hstated, ~~Preferred~~in ~~Stock~~all tomaterial ~~277~~respects,~~777,777~~ ~~shares~~in accordance ofwith ~~common~~U.S. ~~stock~~GAAP.

3130

OnChanges ~~June~~in ~~25,~~Internal ~~2014,~~Control ~~the~~Over ~~CFO converted~~Financial ~~2,500,000 shares of Series H Preferred Stock to 69,444,444 shares of common stock.~~Reporting

~~During~~There ~~the~~have ~~period~~been ~~January~~no 1,changes in our internal controls ~~2014~~over ~~through~~financial reporting that occurred during the quarter ended December 31, ~~2014~~2025, ~~the~~that ~~Company~~have ~~paid~~materially ~~$67~~or are reasonably likely to materially affect,~~000~~ ofour ~~consulting~~internal ~~fees~~controls over financial reporting. The Company has added significant qualified resources to ensure ~~the~~proper ~~brother~~segregation of duties and proper review of the ~~Company’s~~financial ~~former~~reporting ~~CEO,~~policies ~~John Rooney~~and procedures.

OnItem ~~September 8, 2014, the Company’s former CEO and Chairman of the Board resigned in such capacities~~9B. ~~From~~Other ~~the date of his resignation as Chairman and CEO through December 22, 2014, the Company paid Patrick Rooney $37,500 for consulting services.~~Information

~~During the period January 1, 2014 through December 31, 2014, the Company repaid $245,500 of related advances to its former CEO~~[None.]

~~During~~Item ~~the~~9C. ~~period~~Disclosure ~~January~~Regarding ~~1, 2014~~Foreign ~~through~~Jurisdictions ~~December~~that ~~31,~~Prevent ~~2014, the Company repaid $190,000 of related advances to its CFO~~Inspections.

~~As of December 31, 2014, $100,000 of convertible debt and $290,000 of advances are owed to the Company’s former CEO~~None.

~~As of December~~ 31~~, 2014, $310,000 of advances is owed to the Company’s CFO.~~

InPART September and December 2012, the Company issued two non-interest bearing convertible debentures totaling $380,000 to itsCFO and warrants to purchase 10,500,000 shares of the Company’s Common Stock, at an exercise price of $0.01 per share expiring on December 31, 2013. These debentures have since been converted by the CFO into shares of common stock.III

~~Director~~Item ~~Independence~~10. Directors, Executive Officers and Corporate Governance

WeAll ~~currently~~directors ~~use~~of ~~NASDAQ’s general~~our ~~definition~~Company ~~for~~hold ~~determining~~office ~~director~~until the ~~independence,~~next ~~which~~annual ~~states~~meeting ~~that~~of ~~“independent~~the ~~director”~~security ~~means~~holders aor ~~person~~until ~~other than~~their ansuccessors ~~officer~~have orbeen ~~employee~~elected ofand ~~the~~qualified. ~~company~~The orofficers ~~its~~of ~~subsidiaries~~our Company orare ~~any~~appointed ~~other~~by ~~individual~~our ~~having~~board aof ~~relationship,~~directors ~~that,~~and inhold ~~the~~office ~~opinion of~~until ~~the~~their ~~company’s~~death, ~~Board~~resignation ofor ~~Directors,~~removal ~~would~~from ~~interfere~~office. ~~with~~Our ~~the~~directors and ~~exercise~~executive ofofficers, ~~independent~~their ~~judgment~~ages, inand ~~carrying~~positions ~~out~~held ~~the~~as ~~responsibilities of~~such, ~~the~~are ~~director.~~as follows:

The Board has determined that two of our five current directors, Sachio Okamura and Dr. Anthony C. Nicholls meet this definition of independence.

Name	Age	Position with the Company
Adel Abdullah	53	President and Chairman of the Board
Aaron Hargrave	39	Vice President
Tis Prager	77	Director

~~ITEM~~Business ~~14. Principal Accountant Fees and Services~~Experience

The following ~~table~~is ~~shows~~a brief account of the education ~~fees~~and ~~billed~~business toexperience ~~the~~during ~~Company~~at ~~for~~least the ~~audits~~past five years of each director, executive officer and ~~other~~key ~~services~~employee ~~provided~~of byour ~~Sassetti~~Company, indicating ~~LLC~~the person’s principal occupation during that period, ~~its~~and ~~independent~~the ~~registered~~name ~~public~~and ~~accounting firm~~principal ~~for~~business of the ~~year~~organization in ~~ended~~which ~~December~~such ~~31:~~occupation and employment were carried out.

	2014		2013
Audit fees (1)	$	77,720	$	78,835
Tax fees (2)		14,090		13,685
	$	91,810	$	95,520

Adel Abdullah. Mr. Abdullah was appointed by the Board of Directors to serve as the Company’s President and Chairman of the Board of Directors on March 12, 2018. Mr. Abdullah previously served as Positron’s Chief Technical Officer from 2009 to 2018. Mr. Abdullah also serves on the Board of Directors of Neusoft Positron Medical Systems Co., Ltd., a joint venture with Neusoft Medical Systems of China that performs R&D and manufactures the Company’s PET and PET-CT products. Mr. Abdullah earned a Master of Business Administration from the University of Arizona and holds degrees in Aerospace and Mechanical engineering. Throughout his tenure, Mr. Abdullah has guided Positron customers through more than 10,000 cardiac PET scans and brings to the Company a distinctive combination of business, clinical and technical expertise. The Company’s principal shareholders have recognized that Mr. Abdullah’s extensive experience in PET technology, clinical operations and industry leadership makes him exceptionally qualified to serve on the Board of Directors.

~~(1) Audit~~Aaron ~~fees~~Hargrave. ~~consist~~Mr. Hargrave joined Positron in October of ~~fees~~2010 ~~billed~~as ~~for~~a ~~professional~~Clinical ~~services~~Applications ~~rendered~~Specialist ~~for~~and ~~the~~currently ~~audit~~serves ofas the ~~Registrant'~~ Company’s ~~annual~~Vice ~~financial~~President. ~~statements~~Mr. Hargrave is a Certified Nuclear Medicine Technologist with extensive experience in PET imaging across cardiac, oncologic, and ~~review~~neurologic ofapplications. Over his tenure at Positron, he has supported more than 10,000 PET scans, contributing significant clinical and technical expertise to the ~~interim~~Company’s ~~consolidated~~healthcare ~~financial~~imaging ~~statements~~customers. ~~included~~Mr. Hargrave earned a Bachelor of Science degree in ~~quarterly~~Nuclear ~~reports~~Medicine Technology and ~~services~~Master ~~that~~of ~~are~~Business Administration. from University at Buffalo. ~~normally~~In ~~provided~~addition into ~~connection~~managerial responsibilities, Mr. Hargrave provides clinical and software support and training for Positron’s clients, with ~~statutory~~a focus on optimizing image quality, enhancing system performance and ~~regulatory~~promoting ~~filings~~excellence orin ~~engagements~~clinical practice and diagnostic results.

~~(2)~~Tis ~~Tax~~Prager. ~~fees~~Dr. Tis Prager has been a key ~~consist~~investor and supporter of ~~fees~~Positron ~~billed~~since ~~for~~2010. ~~professional~~Dr. ~~services~~Prager ~~rendered~~brings ~~for~~more ~~tax~~than ~~compliance~~40 years of experience advising entrepreneurs, ~~tax~~with a ~~advice~~specialized focus on business succession planning and management of personal and corporate assets. Dr. Prager possesses extensive expertise in corporate and tax ~~planning~~law ~~(domestic~~and has significant experience in the administration and oversight of large asset portfolios. ~~international)~~Dr. ~~These~~Prager ~~services~~currently ~~include~~serves ~~assistance~~as ~~regarding~~Chairman ~~federal~~of Hotel Zürich AG (Marriott), Scherer ~~state~~& Bühler AG, and, ~~international~~on ~~tax~~a ~~compliance~~pro bono basis, ~~acquisitions~~the KEDA ~~and~~Foundation, which founded the CULINARIUM ALPINUM. His prior directorships with companies including Hilti ~~tax~~AG, Bourquin ~~planning~~SA, and IE Engineering AG further highlight his extensive background in corporate strategy and governance.

~~The~~Family Board of Directors has considered the role of Sassetti LLC in providing certain tax services to Positron and has concluded that such services are compatible with Sassetti LLC’s independence as our auditors. In addition, the Board of Directors has approved providing certain tax services since the effective date of the SEC rules. The rule states that an auditor is not independent of an audit client if the services it provides to the client are not appropriately approved. The Board of Directors will continue to pre-approve all audit and permissible non-audit services provided by the independent auditors until an audit committee is formed which will then be responsible for approving audit fees. We are looking for new board members that would be qualified to serve on an audit committee.Relationships

~~The~~There ~~Board~~are ofno ~~Directors~~family ~~has~~relationships ~~adopted a~~between ~~policy for the pre-approval of services provided by the independent auditors, pursuant to which it may pre-approve~~ any ~~service consistent with applicable law, rules and regulations. Under the policy, the Board~~ of ~~Directors may also delegate authority to~~ ~~pre-approve~~our ~~certain specified audit or permissible non-audit services to one or more of its members~~directors, ~~including~~executive ~~the~~officers ~~Chairman. A member to whom pre-approval authority has been delegated must report its preapproval decisions, if any, to the Board of Directors at its next meeting,~~ and ~~any~~proposed ~~such~~directors ~~pre-approvals~~or ~~must~~executive ~~specify clearly in writing the services and fees approved~~officers.

~~Unless~~Involvement ~~the~~in ~~Board~~Certain ofLegal ~~Directors determines otherwise, the term for any service pre-approved by a member to whom pre-approval authority has been delegated is twelve months.~~Proceedings

~~ITEM~~To ~~15.~~the ~~Exhibits~~best of our knowledge, none of our directors or executive officers has, during the past ten years:

1. been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); 2. had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; 3.~~1 Certificate~~ been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of ~~Formation~~any court of competent jurisdiction or federal or state authority, as ~~amended~~permanently ~~(incorporated~~or ~~herein~~temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; 4. been found by ~~reference~~a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to ~~Appendix~~have Aviolated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. been the ~~Company’s~~subject ~~Definitive~~of, ~~Information~~or ~~Statement~~a ~~filed~~party onto, ~~December 8~~any sanction or order, ~~2014~~not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~3.2 By-laws of the Registrant, as amended (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form SB-2 (File No.~~ 33~~-68722)).~~

~~4.1 Specimen~~Delinquent ~~Stock~~Section ~~Certificate~~ 16(~~incorporated herein by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-KSB for the year ended December 31, 1994~~a). Reports

4None.2 Statement of Designation Establishing Series A 8% Cumulative Convertible Redeemable Preferred Stock of Positron Corporation, dated February 28, 1996 (incorporated herein by reference to Exhibit 4.3 of the Company’s Annual Report on Form 10-KSB for the year ended December 31, 1995).

~~4.3 Statement~~Code of ~~Designation Establishing~~Business ~~Series~~Conduct Band ~~Preferred Stock of Positron Corporation dated September 30, 2006 (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K/A filed on March 4, 2012.)~~Ethics

4The Company has adopted a code of ethics, which is filed as Exhibit 14.~~4 Statement~~1 to this Form 10-K, meeting the requirements of ~~Designation~~Section 406 of the Sarbanes-Oxley Act of 2002. ~~Establishing~~Our ~~Series~~code Sof ~~Convertible~~ethics ~~Redeemable~~is ~~Preferred~~applicable ~~Stock~~to all of ~~Positron~~our ~~Corporation~~directors, ~~dated~~officers, ~~November~~employees 7and all persons performing similar functions. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, ~~2008~~fair, accurate, ~~(incorporated~~timely ~~herein~~and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting byof ~~reference~~violations; and provide accountability for adherence to ~~Exhibit~~the ~~2.1~~provisions of the ~~Company’s~~code ~~Quarterly~~of ~~Report~~ethics. We onexpect ~~Form~~that ~~10-Q~~any ~~for~~amendments to the ~~quarter~~code, ~~ending~~or ~~September~~any 30waivers of its requirements, ~~2008~~will ~~filed on~~be ~~November~~disclosed ~~19,~~in ~~2008~~our ~~(File~~public ~~No.~~filings ~~000-24092))~~with the Commission.

~~4.5 2007~~Term ~~Omnibus~~of ~~Securities and~~Office ~~Incentive~~of ~~Plan (incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 10-K/A filed on March 4, 2012)~~Directors

~~4.6 Statement~~Directors ofare ~~Designation Establishing~~elected ~~Series~~annually Hand ~~Junior~~serve ~~Convertible~~until the ~~Preferred~~next ~~Stock~~annual ~~(incorporated by~~meeting ~~reference~~and tountil ~~Exhibit~~his ~~4.01~~successor tohas ~~the~~been ~~Company’s Current~~elected ~~Report~~and onqualified, ~~Form~~or ~~8-K~~until ~~filed December~~his 27earlier death, ~~2013)~~resignation or removal.

~~10.1 International~~Audit ~~Distribution Agreement~~Committee ~~dated as of November 1, 1992, by~~ and ~~between~~Financial ~~Positron Corporation and Batec International, Inc. (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form SB-2 (File No. 33-68722)).~~Expert

~~10.2 Amended~~Our ~~and~~Board ~~Restated~~of Directors does not have a separate ~~License~~audit ~~Agreement~~committee ~~dated~~within asthe meaning of ~~June~~Section 303(a)(58)(A) of the Securities Exchange Act of 1934, ~~1987~~as amended (the “Exchange Act”). Instead, bythe ~~and~~Board ~~among~~acts as the audit committee within the meaning of the “Exchange Act. The ~~Clayton~~Company ~~Foundation~~intends on ~~for~~establishing ~~Research,~~an ~~Positron~~Audit ~~Corporation,~~Committee Kcomposed of independent directors of the Company. ~~Lance~~The ~~Gould,~~audit committee’s duties would be Mto recommend to the Company’s board of directors the engagement of independent auditors to audit the Company’s financial statements and to review its accounting and auditing principles.D. The audit committee would review the scope, timing and ~~Nizar~~fees A.for the ~~Mullani~~annual ~~(incorporated~~audit ~~herein~~and the results of audit examinations performed by ~~reference~~the internal auditors and independent public accountants, including their recommendations to ~~Exhibit~~improve 10the system of accounting and internal controls.7 toThe audit committee would always be composed exclusively of directors who are, in the opinion of the Company’s ~~Registration~~board ~~Statement~~of ondirectors, ~~Form~~free from any relationship which would interfere ~~SB-2~~with ~~(File~~the ~~No.~~exercise ~~33-68722))~~of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

~~10.3 Clarification~~Insider ~~Agreement to~~Trading ~~Exhibit~~Policies ~~10.7~~and ~~(incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form SB-2 (File No. 33-68722)).~~Procedures

~~10.4 Royalty~~The ~~Assignment dated~~Company ashas ofadopted ~~December~~insider ~~22,~~trading ~~1988~~policies and procedures governing the purchase, bysale and ~~between~~other K.disposition ~~Lance~~of ~~Gould~~its securities by directors, officers and ~~Positron~~employees ~~Corporation~~that ~~(incorporated~~management ~~herein~~believes byare ~~reference~~reasonably designed to ~~Exhibit~~promote ~~10.10~~compliance with insider trading laws, rules, and regulations, and any listing standards applicable to the company. A copy of the Company’s ~~Registration~~insider ~~Statement~~trading onpolicy ~~Form~~is ~~SB-2~~attached as ~~(File~~Exhibit No19.1 ~~33-68722))~~hereto.

33Item 11. Executive Compensation

~~10.5 Royalty~~Summary ~~Assignment~~Compensation dated as of December 22, 1988, by and between Nizar A. Mullani and Positron Corporation (incorporated herein by reference to Exhibit 10.11 to the Company’s Registration Statement on Form SB-2 (File No. 33-68722)).Table

~~10.6 Royalty~~The ~~Assignment~~following ~~dated~~summary compensation table sets forth asall ofcompensation ~~December~~awarded 22to, ~~1988~~earned by, or paid to the named executive officers (the “named executive officers” or “NEOs”) paid by ~~and~~us ~~between~~during ~~The~~the ~~Clayton~~years ~~Foundation~~ended December 31, 2025 and ~~Positron~~2024. ~~Corporation~~This ~~(incorporated~~information ~~herein~~includes bythe ~~reference~~dollar tovalue ~~Exhibit~~of ~~10.12~~base tosalaries, bonus awards, the ~~Company’s~~number ~~Registration~~of ~~Statement~~stock onoptions ~~Form~~granted, ~~SB-2~~and ~~(File~~certain ~~No.~~other ~~33-68722))~~compensation, if any, whether paid or deferred.

10.7 Consulting Agreement dated as of January 15, 1993, by and between Positron Corporation and K. Lance Gould, M.D. (incorporated herein by reference to Exhibit 10.24 to the Company’s Registration Statement on Form SB-2 (File No. 33-68722)).

Name Principal Position	Year	Salary		Bonus		Restricted Stock Awards		Option Awards		Nonequity incentive plan		All other compensation		Total

Adel Abdullah	2025	$	257,304	$	105,000	$	0	$	1,451,250	$	0	$	0	$	1,813,554
President	2024	$	160,000	$	0	$	0	$	0	$	0	$	0	$	160,000

Aaron Hargrave	2025	$	146,154	$	10,000	$	0	$	725,625	$	0	$	0	$	881,779
Vice-President	2024	$	100,000	$	0	$	0	$	0	$	0	$	0	$	100,000

10.8 Contract No. 1318 dated as of December 30, 1991, by and between Positron Corporation and The University of Texas Health Science Center at Houston (incorporated herein by reference to Exhibit 10.39 to the Company’s Registration Statement on Form SB-2 (File No. 33-68722)).34

~~10.9 Technology~~Outstanding ~~Transfer Agreement~~Equity ~~dated~~Awards asat ofFiscal ~~September 17, 1990, by and between Positron Corporation and Clayton Foundation for Research (incorporated herein by reference to Exhibit 10.54 to the Company’s Registration Statement on Form SB~~Year-2 ~~(File No. 33-68722)).~~End Table

~~10.10 Software~~The ~~Licenses~~following ~~dated as~~table ofsets ~~March~~forth 1,for ~~1993,~~each bynamed ~~and between Positron Corporation and Oxford Instruments (UK) Limited (incorporated herein by reference~~executive toofficer ~~Exhibit~~certain ~~10.81~~information toconcerning the ~~Company’s~~outstanding ~~Registration~~equity ~~Statement~~awards onas ~~Form~~of ~~SB-2~~December ~~(File~~31, No2025. ~~33-68722)).~~

10.11 Distribution Agreement dated as of June 1, 1993, by and between Positron Corporation and Elscint, Ltd. (incorporated herein by reference to Exhibit 10.82 to the Company’s Registration Statement on Form SB-2 (File No. 33-68722)).

Name and Principal Position	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested		Market Value of Shares or Units of Stock that Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested
Adel Abdullah		1,500,000		-	$	1.48	November 5, 2030		0	$	1,451,250		-		0

Aaron Hargrave		750,000		-	$	1.48	November 5, 2030		0	$	725,625		-		0

~~10.12 Agreement~~Equity ~~made~~Compensation ~~and entered~~Plan into as of November 15, 1993, by and between Positron Corporation and K. Lance Gould (incorporated herein by reference to Exhibit 10.101 to the Company’s Registration Statement on Form SB-2 (File No. 33-68722)).Information

~~10.13 First~~The ~~Amendment~~following ~~made and~~table ~~entered~~summarizes asshare ~~of January 25, 1994, by~~ and ~~between Emory University d/b/a Crawford Long Hospital and Positron Corporation (incorporated~~exercise ~~herein~~information byabout ~~reference to Exhibit 10.102 of~~ the Company’s ~~Annual~~equity ~~Report~~compensation onplans ~~Form~~as ~~10-KSB~~of ~~for the year ended~~ December 31, ~~1993)~~2025.

10.14 Acquisition Agreement between General Electric Company and Positron Corporation dated July 15, 1996 (incorporated by reference to Exhibit 10.56 to the Company’s Report on Form 10-KSB for the year ended December 31, 1996).

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities included in column 1)
Stock Options		5,150,000	$	1.48		4,850,000
Common Stock		0		0

~~10.15 Sales and Marketing Agreement With Beijing Chang Feng Medical (incorporated by reference to Exhibit 10.58 to the Company’s Report on Form 10~~Equity-~~KSB/A for~~Based ~~the year ended December 31, 1996).~~Compensation

~~10.16 Agreement~~Key ~~and~~Employee ~~Release~~Incentive ~~dated as of November 30, 1999 by and among Positron Corporation, K~~Compensation. ~~Lance Gould and University of Texas Medical Center (incorporated herein by reference to Exhibit 10.62 to the Company's Registration Statement on Form SB-2 (File No. 333-30316)).~~

~~10.17 Technology~~The ~~Purchase~~Company has an incentive compensation plan ~~Agreement,~~for ~~dated~~certain askey ofemployees. ~~June~~The ~~29,~~incentive ~~2003,~~compensation byplan ~~and~~provides ~~between~~for ~~General~~annual ~~Electric~~bonus ~~Company~~payments ~~and~~based ~~Positron~~upon ~~Corporation~~achievement ~~(incorporated~~of certain corporate objectives as determined by ~~reference to~~the ~~Exhibit~~Company’s 10Board of Directors.1 toDuring 2024, the Company's ~~Current~~did ~~Report~~not onpay ~~Form~~any ~~8-K~~bonus ~~filed~~pursuant to onthe ~~July~~incentive ~~14,~~compensation ~~2003)~~plan.

10.18 Software License Agreement, dated as of June 29, 2003, by and between General Electric Company and Positron Corporation (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 14, 2003)35

~~10.19 Agreement~~2021 ~~for~~Equity ~~Services, dated~~Incentive ~~as of June 29, 2003, by and between General Electric Company and Positron Corporation (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on July 14, 2003)~~Plan

~~10.20 Joint~~In ~~Venture~~May ~~Contract dated~~2021, ~~July~~Positron’s ~~30,~~Board ~~2005~~of ~~between~~Directors (the ~~Positron~~“Board”) ~~Corporation~~adopted ~~and~~the ~~Neusoft~~2021 ~~Medical~~Equity ~~Systems~~Incentive CoPlan ("2021 Plan”). The plan authorizes issuance of a total of 10,000,000 ~~Ltd~~options to purchase common stock shares. ~~(incorporated~~The bypurpose ~~reference~~of the 2021 Plan is to ~~Exhibit~~advance ~~10.1~~ the interests of the Company'’s stockholders ~~Quarterly~~by ~~Report~~enhancing onthe ~~Form~~Company’s ~~10-QSB~~ability ~~for~~to attract, retain and motivate persons who are expected to make important contributions to the ~~quarter~~Company ~~ended~~and ~~September~~by ~~30,~~providing ~~2005)~~such persons with equity ownership opportunities and performance-based incentives that are intended to better align their interests with those of the Company’s stockholders.

34The 2021 Plan provides for the direct issuance of Awards including stock options, restricted stock awards and unrestricted stock awards. All of the Company’s employees, officers and directors (including persons who have entered into an agreement with the Company under which they will be employed by the Company in the future), as well as all of the Company’s consultants and advisors that are natural persons, are eligible to the awards under the 2021 Plan. The administrator is authorized to determine the terms of each award granted under the plan, including the number of shares, exercise price, term and exercisability. Stock and options may be granted for services rendered or to be rendered. A total of 10,000,000 shares of Common Stock has been authorized for issuance under the 2021 Plan. As of the period reported, no awards have been issued under the 2021 Plan.

~~10.21 Technologies~~As ~~Contribution Agreement~~of ~~dated~~December ~~July 30~~31, ~~2005 between Positron Corporation and Neusoft Positron Medical Systems Co.~~2025, ~~Ltd.~~the Company ~~(incorporated~~was byauthorized ~~reference~~ to ~~Exhibit~~issue 10,000,000 stock options.2 ofDuring the ~~Company's~~year ~~Quarterly~~ended ~~Report~~we ongranted ~~Form~~5,150,000 ~~10-QSB~~stock ~~for~~options, ~~the~~leaving ~~quarter~~4,850,000 available ~~ended~~to ~~September~~be ~~30, 2005)~~granted.

~~10.22 Software~~Directors Sub-License Agreement dated September 6, 2005 between Positron Corporation and Neusoft Positron Medical Systems Co., Ltd. (incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 2005)Compensation

~~10.23 Trademark~~Directors ~~License~~who ~~Agreement dated~~are ~~July~~also ~~30,~~employees ~~2005~~of ~~between~~the ~~Positron~~Company receive ~~Corporation~~no ~~and~~fees ~~Neusoft~~for ~~Positron~~services ~~Medical~~provided ~~Systems~~in ~~Co.,~~that ~~Ltd.~~are ~~(incorporated~~reimbursed byfor ~~reference to Exhibit 10.4~~ out-of-pocket ~~the~~expenses ~~Company's~~incurred ~~Quarterly~~in ~~Report~~connection onwith ~~Form~~attendance at ~~10-QSB~~meetings ~~for~~of the ~~quarter~~Board ~~ended~~of ~~September~~Directors ~~30,~~and ~~2005)~~its committees.

10.24 Corporate Name License Agreement dated July 30, 2005 between Positron Corporation and Neusoft Positron Medical Systems Co., Ltd. (incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10Non-~~QSB~~Employee ~~for~~Director ~~the quarter ended September 30, 2005)~~Compensation

~~10.25 Employment~~During ~~Agreement dated~~the years ended December 2731, ~~2005~~2025 and ~~between~~2024, ~~Positron~~our ~~Corporation~~Non-Employee ~~and~~Directors ~~Joseph~~continue G.to ~~Oliverio~~be ~~(incorporated~~reimbursed byfor ~~reference~~their toreasonable ~~Exhibit~~expenses 10associated with attending board and committee meetings.1 ofDuring the year ended December 31, 2025, the Company~~'s Current~~ ~~Report~~granted on750,000 ~~Form~~stock 8options to a Non-KEmployee ~~filed~~Director (Tis onPrager) ~~March~~at 9an exercise price of $0.10 per share, ~~2006)†~~with an aggregate grant date fair value of $725,620.

~~10.26 Joseph~~In G.addition, ~~Oliverio~~the Company extended the expiration ~~Stock~~date ~~Option~~of ~~Agreement~~350,000 ~~(incorporated~~previously byissued ~~reference~~warrants toheld ~~Exhibit~~by ~~10.2~~Tis ofPrager, ~~the~~with ~~Company's~~an ~~Current~~exercise ~~Report~~price onof ~~Form~~$0.10 ~~8-K~~per ~~filed~~share, onfrom ~~March~~December 931, 2025 ~~2006)†~~to December 31, 2026.

~~10.27 Joseph~~No G.other ~~Oliverio Notice~~compensation ofwas ~~Grant~~paid ~~of Stock Option (incorporated by reference~~ to ~~Exhibit~~Non-Employee Directors ~~10.3~~during of the ~~Company's~~years ~~Current~~ended ~~Report~~December on31, ~~Form~~2025 ~~8-K~~and ~~filed on March 9, 2006)†~~2024.

~~10.28 Amended~~TRANSACTIONS ~~and~~WITH ~~Restated 2005~~RELATED ~~Stock Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed on March 9, 2006)†~~PERSONS

~~10.29 2005~~The ~~Stock~~following ~~Incentive Plan~~transactions -occurred ~~Form~~during ~~Notice of Grant of Stock Option (incorporated by reference to Exhibit 10.5 of~~ the ~~Company's Current Report on Form~~ ~~8-K~~year ~~filed~~ended onDecember ~~March 9~~31, ~~2006)†~~2025:

~~10.30 2005~~Granted ~~Stock~~1,500,000 ~~Incentive Plan~~stock -options ~~Form Stock Option Agreement (incorporated by reference~~ to ~~Exhibit~~our 10President.~~6 of the Company's Current Report on Form 8-K filed on March 9, 2006)†~~

~~10.31 2006~~Granted ~~Stock~~750,000 ~~Incentive Plan~~stock ~~(incorporated~~options ~~by reference~~ to ~~the~~our ~~Company's Current Report on Form 8~~Vice-~~K filed on , 2006)~~President.

~~10.32 2008 Stock~~Granted ~~Incentive~~750,000 ~~Plan~~stock ~~(incorporated~~options ~~herein by reference~~ to ~~Exhibit~~Tis ~~10.1~~Prager, a tomember ~~the~~of ~~Company's~~our ~~Registration~~Board ~~Statement~~of ~~on Form S-8 (File No~~Directors. ~~333-152616)).†~~

~~10.33 2009 Stock~~Received ~~Incentive~~proceeds ~~Plan~~from ~~(incorporated herein by reference to Exhibit 10.1 to~~ the ~~Company's~~issuance ~~Registration~~of ~~Statement~~a onnote ~~Form S-8~~payable ~~(File~~for ~~No.~~$100,000 ~~333-162204)).†~~from ~~2009~~a ~~Equity~~member ~~Incentive~~of ~~Plan~~our ~~(incorporated~~Board ~~herein~~of ~~by reference to Exhibit 99~~Directors.~~1 to the Company's Registration Statement on Form S-8 (File No. 333-165724)).†~~

~~14.1 Code~~Repaid of$350,000 ~~Conduct~~on ~~and Ethics (incorporated by~~notes ~~reference~~from toa ~~Exhibit~~member ~~14.1~~of toour ~~the Company’s~~Board ~~Annual~~of ~~Report on Form 10-K/A filed December 27, 2010)~~Directors.

~~21* List~~Forgave accrued interest of ~~Subsidiaries~~$41,414 on debt held by a member of our Board of Directors.

~~31.1* Chairman~~During of the ~~Board~~year ended December 31, 2025, ~~Certification~~the ofCompany ~~Periodic~~issued ~~Financial~~8,000,000 ~~Report~~shares ~~Pursuant~~of common stock to ~~Section~~a ~~302~~principal ofstockholder ~~the~~at ~~Sarbanes-Oxley~~$1.00 ~~Act~~per share for aggregate proceeds of ~~2002~~$8,000,000.

31Item 12.~~2* Chief~~ ~~Financial~~Security ~~Officer~~Ownership ~~Certification~~ of ~~Periodic~~ ~~Financial~~Certain ~~Report~~Beneficial ~~Pursuant~~Owners toand ~~Section~~Management ~~302~~and ofRelated ~~the~~Stockholder ~~Sarbanes-Oxley Act of 2002~~Matters

~~32.1# Chairman of the Board Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002~~36

~~32.2# Chief~~SECURITY ~~Financial~~OWNERSHIP ~~Officer~~OF ~~Certification~~CERTAIN ~~Pursuant~~BENEFICIAL OWNERS toAND ~~18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002~~MANAGEMENT

101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

The following tables, based in part upon information supplied by officers, directors and principal shareholders, set forth certain information regarding the beneficial ownership of the Company’s voting securities by (i) all those known by the Company to be beneficial owners of more than 5% of the Company’s voting securities; (ii) each director (iii) the Company’s Chief Executive Officer and the four other highest paid executive officers (the “Named Executive Officers”); and (iv) the directors and executive officers as a group.

† Management contract or compensatory plan or arrangement identified pursuant to Item 13(a).

Name of Beneficial Owner		Beneficial Ownership (a)		Percent of Class (b)
Adel Abdullah	(c)		1,500,000		4.3	%
Aaron Hargrave	(d)		750,000		2.2	%
Tis Prager	(e)		7,673,373		22.6	%

All Directors and Executive Officers as a Group (3 Persons)

TISU Investments	(f)		7,673,373		22.6	%
George Ortiz	(g)		6,125,000		18.5	%
Baltisches Haus Ltd	(h)		5,500,000		16.7	%

* ~~Filed~~Does ~~herewith~~not exceed 1% of the referenced class of securities.

#(a) ~~Furnished~~Security ~~herewith~~ownership is direct unless indicated otherwise. Security ownership information for beneficial owners is taken from statements filed with the Securities and Exchange Commission pursuant to Sections 13(d), 13(g) and 16(a) and/or information made known to the Company.

35(b) For each shareholder, the calculation of beneficial ownership is based upon 32,849,451 shares of Common Stock outstanding as of March 31, 2026, and shares of Common Stock subject to options, warrants and/or conversion rights held by the shareholder that are currently exercisable or exercisable within 60 days, which are deemed to be outstanding and to be beneficially owned by the shareholder holding such options, warrants, or conversion rights. The address for all officers and directors of the Company is 3784 Commerce Court, North Tonawanda, NY 14120.

(bc) ~~Reports~~Represents on1,500,000 shares ~~Form~~issuable ~~8-K~~upon the exercise of stock options that are exercisable within 60 days.

~~For~~(d) ~~the~~Represents ~~quarter ending December 31~~750, ~~2014, the Company filed two Current Reports on Form 8-K disclosing the resignation of Patrick G. Rooney as the Company’s~~000 ~~Chairman~~shares ~~and~~issuable ~~Chief~~upon ~~Executive Officer and~~ the ~~appointment~~exercise of ~~Joseph~~stock G.options ~~Oliverio~~that asare ~~Chairman~~exercisable ofwithin ~~the~~60 ~~Board of Directors and the appointment of Yuri Perevalov as member of the Board of Directors~~days.

~~SIGNATURES~~(e) Includes 750,000 shares issuable upon the exercise of stock options and 350,000 shares issuable upon the exercise of warrants that are exercisable within 60 days and 6,573,373 shares of common stock held by Tisu Investments over which Tis Prager holds voting and dispositive control. The address for Tis Prager’ is Peteracher 14, 8126 Zumikon, Switzerland.

In(f) ~~accordance with~~Includes ~~Section~~750,000 13shares orissuable ~~15(d)~~upon the exercise of ~~the~~stock ~~Exchange~~options ~~Act~~and 350,000 shares issuable upon the ~~Registrant~~exercise ~~caused~~of ~~this~~warrants ~~report~~that toare beexercisable ~~signed~~within on60 ~~its~~days ~~behalf~~and by6,573,373 shares of common stock. Tis Prager holds voting and dispositive control over the ~~undersigned~~shares held by Tisu Investments. The address for Tisu Investments is Peteracher 14, ~~thereunto~~ ~~duly~~8126 ~~authorized~~Zumikon, Switzerland.

	POSITRON CORPORATION
Date: March 31, 2015
	By:	/s/ Corey N. Conn
		Corey N. Conn
		Chief Financial Officer (principal financial officer)
	By:	/s/ Joseph G. Oliverio
		Joseph G. Oliverio
		Chief Technology Officer and Director

(g) Includes 250,000 shares issuable upon the exercise of warrants that are exercisable within 60 days. The address for Mr. Ortiz is 28 Boulevard dr Belgique, Monaco MC 98000.

~~Pursuant~~(h) toMr. ~~the~~Ortiz ~~requirements~~holds voting ofand ~~the~~dispositive ~~Securities~~control ~~Exchange~~over ~~Act~~the ofshares ~~1934,~~held ~~this~~by ~~Report~~Baltisches ~~has~~Haus ~~been~~Ltd. ~~signed~~The ~~below~~address byfor ~~the~~Baltisches ~~following~~Haus ~~persons~~Ltd onis ~~behalf~~Peveril ofSquare, ~~the Registrant~~Douglas ~~and~~IM99 in1RZ ~~the~~Isle ~~capacities~~of ~~and on the dates indicated~~Man.

Signature	Title	Date
/s/ COREY N. CONN	Chief Financial Officer and Director	March 31, 2015
Corey N. Conn	(Principal Financial Officer)
/s/ JOSEPH G. OLIVERIO	Officer and Director	March 31, 2015
Joseph G. Oliverio
/s/ YURI PEREVALOV	Director	March 31, 2015
Yuri Perevalov
/s/ SACHIO OKAMURA	Director	March 31, 2015
Sachio Okamura
/s/ ANTHONY C. NICHOLLS	Director	March 31, 2015
Dr. Anthony Nicholls

36Securities Authorized for Issuance under Equity Compensation Plans

~~POSITRON~~2021 ~~CORPORATION~~Equity ~~AND~~Incentive ~~SUBSIDIARIES~~Plan

~~FINANCIAL~~In ~~STATEMENTS~~May 2021, Positron’s Board of Directors (the “Board”) adopted the 2021 Equity Incentive Plan ("2021 Plan”). The plan authorizes issuance of a total of 10,000,000 options to purchase common stock shares. The purpose of the 2021 Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align their interests with those of the Company’s stockholders.

~~WITH~~The ~~REPORT~~2021 OFPlan ~~INDEPENDENT~~provides for the direct issuance ~~REGISTERED~~of ~~PUBLIC~~Awards ~~ACCOUNTING~~including ~~FIRM~~stock options, restricted stock awards and unrestricted stock awards. All of the Company’s employees, officers and directors (including persons who have entered into an agreement with the Company under which they will be employed by the Company in the future), as well as all of the Company’s consultants and advisors that are natural persons, are eligible to the awards under the 2021 Plan. The administrator is authorized to determine the terms of each award granted under the plan, including the number of shares, exercise price, term and exercisability. Stock and options may be granted for services rendered or to be rendered. A total of 10,000,000 shares of Common Stock has been authorized for issuance under the 2021 Plan.

~~for~~As of December 31, 2025, the ~~years~~Company was authorized to issue 10,000,000 stock options. During the year ended December 31, ~~2014~~2025 ~~and~~we ~~2013~~granted 5,150,000 stock options, leaving 4,850,000 available to be granted.

~~TABLE~~At OFDecember ~~CONTENTS~~31, 2024, the Company had deposits in the amount of $100,000 paid to Neusoft as an initial down payment for PET-CT system(s) for which the Company has contracted.

		Page
Report of Independent Registered Public Accounting Firm		38
Consolidated Balance Sheets at December 31, 2014 and 2013		39
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2014 and 2013		40
Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2014 and 2013		41
Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013		43
Notes to Consolidated Financial Statements		44

In 2022, the Company made an initial deposit of $1,000,000, which was subsequently used to purchase inventory during the same year. As part of this transaction, the Company was required to pay a Non-Recurring Engineering (NRE) Fee of $700,000 to the manufacturer for research, development, and technology transfer services. Of this amount, $210,000 was paid in 2022.

37The Company has not yet received FDA clearance for its PET-CT system, however, the balance of $490,000 was paid in 2025.

~~Sassetti~~If ~~LLC~~the equipment fails validation or FDA approval, the Company has the contractual right to return the equipment and receive a refund of the $1,000,000 deposit, less any applicable shipping and handling costs.

~~Certified~~Additionally, ~~Public~~the ~~Accountants~~manufacturer has agreed to provide a one-year warranty on the equipment and related software, commencing upon the closing of the equipment purchase.

~~The~~Director ~~Board of Directors~~Independence

~~Positron~~We ~~Corporation~~currently use NASDAQ’s general definition for determining director independence, which states that “independent director” means a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, that, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of the director.

~~REPORT~~The OFBoard ~~INDEPENDENT~~has ~~REGISTERED~~determined that Mr. Prager meets ~~PUBLIC~~this ~~ACCOUNTING~~definition ~~FIRM~~of independence.

We have audited the accompanying consolidated balance sheets of Positron Corporation and Subsidiaries as of December 31, 2014 and 2013 and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.38

WeItem ~~conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)~~14. ~~Those~~ ~~standards~~Principal ~~require~~Accountant ~~that~~Fees ~~we plan~~ and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.Services

InThe ~~our~~following ~~opinion,~~table sets forth the ~~consolidated financial~~fees ~~statements~~paid ~~referred~~or toaccrued ~~above~~by ~~present~~us ~~fairly,~~for inthe ~~all~~audit ~~material~~and ~~respects,~~other ~~the~~services ~~financial~~provided ~~position~~or ofto ~~Positron~~be ~~Corporation~~provided by our principal independent accountants ~~and~~during ~~Subsidiaries~~the asyears ofended December 31, ~~2014~~2025 and ~~2013,~~2024. ~~and~~Effective ~~the~~October ~~results~~31, of2025, ~~their~~prior ~~operations~~to ~~and~~the ~~cash~~reporting ~~flows~~obligations ~~for~~of the ~~years~~Company), Freed ~~then~~Maxick ~~ended~~P.C. (“Freed”), in ~~conformity~~which ~~with~~became ~~accounting~~WithumSmith ~~principles~~+ ~~generally~~Brown, ~~accepted~~PC in(“Withum”) resigned as the ~~United~~Company’s independent ~~States~~registered ofpublic ~~America~~accounting firm.

~~The accompanying~~Effective ~~consolidated~~December ~~financial~~10, ~~statements~~2025, ~~have been prepared assuming that~~ the Company ~~will~~appointed ~~continue~~Salberg as& aCompany, ~~going concern~~P. AsA. (“Salberg”) ~~discussed~~as inits ~~Note~~new 2independent toregistered ~~the~~public ~~financial~~accounting ~~statements,~~firm. ~~the~~Salberg ~~Company~~ has abeen ~~significant~~retained ~~accumulated~~to ~~deficit~~audit ~~which~~the ~~raises~~Company’s ~~substantial~~financial ~~doubt~~statements ~~about~~as ~~the~~of ~~Company's~~and ~~ability~~for tothe ~~continue~~fiscal asyear aended ~~going~~December ~~concern. Management's~~31, ~~plans~~2025, inand ~~regard~~ to ~~these~~perform ~~matters~~reviews ~~are~~of ~~also described~~the inCompany’s ~~Note~~interim ~~2. The~~ financial statements for dothe ~~not~~quarters ~~include~~ended ~~any~~March ~~adjustments~~31, ~~that~~2026, ~~might~~June ~~result~~30, ~~from~~2026, ~~the~~and ~~outcome~~September ~~of this~~30, ~~uncertainly~~2026.

~~/s/~~Freed ~~Sassetti~~fees ~~LLC~~summarized below:

Oak Park, Illinois

	2025		2024
Audit Fees	$	-	$	105,000
Audit Related Fees		-		-
Tax Fees		-		-
Total Fees	$	-	$	70,000

~~March~~Salberg ~~31,~~fees ~~2015~~summarized below:

6611 W. North Avenue * Oak Park, Illinois 60302 * Phone (708) 386-1433 * Fax (708) 386-0139

	2025		2024
Audit Fees	$	65,000	$	-
Audit Related Fees		-		-
Tax Fees		-		-
Total Fees	$	65,000	$	-

38Audit fees for Freed relate to the audits of the Company's financial statements for the years ended December 31, 2024 and 2023, and the reviews of the Company's interim financial statements for the nine-month periods ended September 30, 2025 and 2024. All fees were incurred in connection with the preparation and filing of the Company's Form 10 Registration Statement.

~~POSITRON~~Audit ~~CORPORATION~~fees ~~AND~~for ~~SUBSIDIARIES~~Salberg relate to the audit of the Company's financial statements for the year ended December 31, 2025.

~~CONSOLIDATED~~Our ~~BALANCE~~Board ~~SHEETS~~of Directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the Board of Directors either before or after the respective services were rendered.

~~(In~~Our ~~thousands,~~Board ~~except~~of ~~share~~Directors ~~data)~~has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

	December 31,
	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	208		$	1,744
Accounts receivable, less allowance for doubtful accounts of $171 and $141		175			247
Inventories, less reserve of $513 and $444		330			547
Prepaid expenses		17			35
Total current assets		730			2,573
Property and equipment, less accumulated depreciation of $655 and $503		919			1,044
Intangible assets, less accumulated amortization of $5 and $4		9			10
Other assets		211			255
Total assets	$	1,869		$	3,882
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable, trade and accrued liabilities	$	849		$	1,401
Customer deposits		-			658
Unearned revenue		27			45
Advances from related parties		600			1,035
Notes payable – current portion		461			98
Convertible debentures, less debt discount of $460 and $1,328		-			4,452
Embedded conversion derivative liabilities		760			6,968
Total current liabilities		2,697			14,657
Notes payable – noncurrent portion		9			466
Total liabilities		2,706			15,123
Stockholders’ deficit:
Series A preferred stock: $1.00 par value; 8% cumulative, convertible, redeemable; 7,900,000 shares authorized; 447,652 shares issued and outstanding.		448			448
Series B preferred stock: $1.00 par value; convertible, redeemable; 9,000,000 shares authorized; 262,485 and 3,056,487 shares issued and outstanding		262			2,750
Series S preferred stock: $1.00 par value; convertible, redeemable; 100,000 shares authorized; 0 and 100,000 shares issued and outstanding		-			100
Series H preferred stock: $0.01 par value; convertible, redeemable; 15,000,000 shares authorized; 0 and 12,500,000 shares issued and outstanding		-			125
Common stock: $0.0001 in 2014 and $0.01 in 2013par value; 9,000,000,000 shares authorized; 5,554,695,123 and 1,452,548,262 shares issued and outstanding		555			14,208
Additional paid-in capital		123,929			94,575
Accumulated deficit		(126,016	)		(123,432	)
Treasury stock: 60,156 shares at cost		(15	)		(15	)
Total stockholders’ deficit		(837	)		(11,241	)
Total liabilities and stockholders’ deficit	$	1,869		$	3,882

~~See~~PART ~~accompanying notes to consolidated financial statements~~IV

39Item 15. Exhibits and Financial Statement Schedules.

~~POSITRON~~(a) ~~CORPORATION~~Financial ~~AND SUBSIDIARIES~~statements

CONSOLIDATED STATEMENTS OF OPERATIONS

(1)	Financial statements for our Company are listed in the index under Part II, Item 8 of this Annual Report on Form 10-K.

(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

~~(In thousands, except per share data)~~40

	Year Ended December 31,
	2014			2013
Sales:	$	1,466		$	1,630
Costs of sales:		1,362			1,206
Gross profit		104			424
Operating expenses:
General and administrative		2,190			2,779
Research and development		471			564
Selling and marketing		186			419
Total operating expenses		2,847			3,762
Loss from operations		(2,743	)		(3,338	)
Other income (expense)
Interest expense		(1,823	)		(2,137	)
Derivative gain (loss)		1,237			(665	)
Debt modification expense		(9	)		(821	)
Other income (expenses)		754			(143	)
Total other income (expense)		159			(3,766	)
Loss before income taxes		(2,584	)		(7,104	)
Income taxes		-			-
Net loss		(2,584	)		(7,104	)
Other comprehensive loss Foreign currency translation adjustment		-			143
Other comprehensive loss	$	(2,584	)	$	(6,961	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average shares outstanding		3,704,479			1,452,364

(b)

Exhibits

See accompanying notes to consolidated financial statements


Exhibits	Description	Filed / furnished / incorporated by reference from	Incorporated by reference from exhibit	Date filed
3.1	Certificate of Formation	Schedule 14C	A	November 18, 2014
3.2	Amended and Restated Bylaws	Form S-3	3.2	June 12, 1996
4.1	Specimen Stock Certificate of the Registrant	Form 10-KSB	4.1	March 31, 1995
4.2	Statement of Designation Establishing Series B Preferred Stock of Positron Corporation dated September 30, 2006	Form 10-K/A	4.7	March 4, 2011

10.1†	Business Cooperation Agreement dated as of January 15, 2022 between Positron Corporation and Neusoft Medical Systems Co., Ltd.	Form 10-12G	10.2	November 12, 2025
10.2	Project Agreement No. 1 dated as of January 15, 2022 between Positron Corporation and Neusoft Medical Systems Co., Ltd.	Form 10-12G	10.3	November 12, 2025
10.3	Novation Agreement dated as of July 17, 2023 between Positron Corporation, Neusoft Medical Systems Co., Ltd. And Shenyang Intelligent Medical Technology Co., Ltd.	Form 10-12G	10.4	November 12, 2025
10.4	Form of Subscription Agreement	Form 10-12G	10.5	November 12, 2025
14.1	Code of Conduct and Ethics	Form 10-K/A	14.1	December 23, 2010

21	List of Subsidiaries	Form 10-12G	21	November 12, 2025
31.1*	Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended
32.1*	Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document.
101.SCH*	Inline XBRL Schema Document.
101.CAL*	Inline XBRL Calculation Linkbase Document.
101.DEF*	Inline XBRL Definition Linkbase Document.
101.LAB*	Inline XBRL Label Linkbase Document.
101.PRE*	Inline XBRL Presentation Linkbase Document.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

40* Filed herewith

~~POSITRON~~† ~~CORPORATION~~Confidential ~~AND~~portions ~~SUBSIDIARIES~~of this exhibit were redacted pursuant to Item 601(b)(10) of Regulation S-K, and the Registrant agrees to furnish to the SEC a copy of any omitted schedule and/or exhibit upon request.

~~CONSOLIDATED~~Item ~~STATEMENT~~16. OFForm ~~STOCKHOLDERS’~~10-K ~~EQUITY (DEFICIT)~~Summary.

~~(In thousands, except share data)~~None.

	Series A Preferred Stock				Series B Preferred Stock						Series S Preferred Stock						Series H Preferred Stock						Common Stock
	Shares		Amount		Shares			Amount			Shares			Amount			Shares			Amount			Shares		Amount
Balance December 31, 2012		457,599	$	448		3,056,487		$	2,750			100,000		$	100			-		$	-			1,451,927,262	$	14,203
Issuance of Series H preferred stock		-		-		-			-			-			-			12,500,000			125			-		-
Issuance of common stock for services		-		-		-			-			-			-			-			-			621,000		5
Close other comprehensive income		-		-		-			-			-			-			-			-			-		-
Stock based compensation - stock options		-		-		-			-			-			-			-			-			-		-
Net Loss		-		-		-			-			-			-			-			-			-		-
Balance December 31, 2013		447,652	$	448		3,056,487		$	2,750			100,000		$	100			12,500,000		$	125			1,452,548,262	$	14,208
Conversion of Series H preferred stock		-		-		-			-			-			-			(12,500,000	)		(125	)		347,222,221		35
Conversion of Series S preferred stock		-		-		-			-			(100,000	)		(100	)		-			-			1,000,000,000		100
Conversion of Series B preferred stock		-		-		(2,794,002	)		(2,488	)		-			-			-			-			279,400,200		28
Issuance of common stock for debt		-		-		-			-			-			-			-			-			2,132,191,107		213
Issuance of common stock for equity		-		-		-			-			-			-			-			-			333,333,333		33
Issuance of common stock for services		-		-		-			-			-			-			-			-			10,000,000		1
Adjustment for decrease in par value from $0.01 to 0.0001		-		-		-			-			-			-			-			-			-		(14,063	)
Reclassification of embedded conversion derivative liabilities to APIC upon conversion of convertible debentures		-		-		-			-			-			-			-			-			-		-
Extension of debt warrants		-		-		-			-			-			-			-			-			-		-
Stock based compensation - stock options		-		-		-			-			-			-			-			-			-		-
Net Loss		-		-		-			-			-			-			-			-			-		-
Balance December 31, 2014		447,652	$	448		262,485		$	262			-		$	-			-		$	-			5,554,695,123	$	555

41SIGNATURES

~~POSITRON~~Pursuant ~~CORPORATION~~to ~~AND~~the ~~SUBSIDIARIES~~requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

		POSITRON CORPORATION
		(Registrant)

Dated: March 31, 2026		/s/ Adel Abdullah
		Adel Abdullah
		President
		(Principal Executive and Financial Officer)

~~(In~~Pursuant ~~thousands~~to the requirements of the Securities Exchange Act of 1934, ~~except~~this ~~share~~report ~~data)~~has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	Additional Paid- In Capital		Other Comprehensive Income			Accumulated Deficit			Treasury Stock Shares					Total
Dated: March 31, 2026	/s/ Adel Abdullah
									Shares		Amount
	Adel Abdullah
Balance December 31, 2012	$	92,795	$	(143	)	$	(116,328	)		602	$	(15	)	$	(6,190	)
	President and Chairman
Issuance of Series H preferred stock		1,125		-			-			-		-			1,250
	(Principal Executive and Financial Officer)
Issuance of common stock for services		-		-			-			-		-			5
Dated: March 31, 2026	/s/ Aaron Hargrave
Close other comprehensive income		-		143			-			-		-			143
	Aaron Hargrave
Stock based compensation - stock options		655		-			-			-		-			655
	Vice President
Net Loss		-		-			(7,104	)		-		-			(7,104	)
Dated: March 31, 2026	/s/ Tis Prager
Balance December 31, 2013		94,575	$	-		$	(123,432	)		602	$	(15	)	$	(11,241	)
	Vice President
Conversion of Series H preferred stock		90		-			-			-		-			-
	Director
Conversion of Series S preferred stock		-		-			-			-		-			-
Conversion of Series B preferred stock		2,460		-			-			-		-			-
Issuance of common stock for debt		5,766		-			-			-		-			5,979
Issuance of common stock for equity		967		-			-			-		-			1,000
Issuance of common stock for services		34		-			-			-		-			35
Adjustment for decrease in par value from $0.01 to 0.0001		14,063		-			-			-		-			-
Reclassification of embedded conversion derivative liabilities to APIC upon conversion of convertible debentures		5,876		-			-			-		-			5,876
Extension of debt warrants		9		-			-			-		-			9
Stock based compensation - stock options		89		-			-			-		-			89
Net Loss		-		-			(2,584	)		-		-			(2,584	)
Balance December 31, 2014	$	123,929	$	-		$	(126,016	)		602		(15	)		(837	)

~~POSITRON~~Positron Corporation ~~CORPORATION AND SUBSIDIARIES~~

CONSOLIDATED STATEMENTS OF CASH FLOWS

Index to Financial Statements

Financial Statements for the Years Ended December 31, 2025 and 2024

		Page(s)
Report of Independent Registered Public Accounting Firm (PCAOB ID: 106)		F-2

Report of Independent Registered Public Accounting Firm (PCAOB ID: 317)		F-4

Balance Sheets		F-6

Statements of Operations		F-7

Statements of Changes in Stockholders’ Equity (Deficit)		F-8 - F-9

Statements of Cash Flows		F-10

Notes to Financial Statements		F-11 - F-55

~~(In thousands)~~ F-1

	Year Ended December 31,
	2014			2013
Cash flows from operating activities:
Net loss	$	(2,584	)	$	(7,104	)
Adjustment to reconcile net loss to net cash used in operating activities
Increase in allowance for doubtful accounts		30			91
Depreciation and amortization		152			160
Impairment of intangible asset		-			346
Stock based compensation		89			656
Derivative (gain) losses		(1,237	)		665
Debt modification expense		9			821
Common stock issued for services		35			6
Contingent earnout		-			(205	)
Accretion of debt discount		1,763			1,970
Inventory reserve		69			(13	)
Other					143
Changes in operating assets and liabilities:
Accounts receivable		42			(65	)
Inventories		148			17
Prepaid expenses and other assets		71			(200	)
Accounts payable, trade and accrued liabilities		(326	)		(233	)
Customer deposits		(658	)		(88	)
Unearned revenue		(18	)		(13	)
Net cash used in operating activities		(2,415	)		(3,046	)
Cash flows from investing activities:
Purchase of property and equipment		(26	)		(16	)
Net cash used in investing activities		(26			(16	)
Cash flows from financing activities:
Payments on note payable		(90	)		(100	)
Noninterest bearing advances		-			2,245
Payment of noninterest bearing advances		(435	)		-
Payments on capital lease		(3	)		(2	)
Common stock issued for cash		1,000			-
Proceeds from convertible debt		433			2,520
Payments on convertible debt					(100	)
Net cash provided by financing activities		905			4,563
Net decrease in cash and cash equivalents		(1,536	)		1,501
Cash and cash equivalents, beginning of period		1,744			243
Cash and cash equivalents, end of period	$	208		$	1,744
Supplemental cash flow information:
Interest paid	$	33		$	39
Allocation of Convertible Debentures to warrants and embedded conversion derivative liability	$	433		$	3,695
Conversion of advances to series H preferred stock	$	-		$	1,125
Conversion of convertible debenture, and derivative liability to common stock	$	8,364		$	-
Conversion of Series B shares to common stock	$	2,488		$	-
Conversion of Series S shares to common stock	$	100		$	-
Conversion of Series H shares to common stock	$	125		$	-
Equipment under capital lease	$	-		$	16

Report of Independent Registered Public Accounting Firm

~~See~~To ~~accompanying~~the ~~notes~~Stockholders toand ~~consolidated~~the ~~financial~~Board of Directors ~~statements~~of:

43Positron Corporation

~~POSITRON~~Opinion ~~CORPORATION~~on ~~AND~~the ~~SUBSIDIARIES~~Financial Statements

~~SELECTED~~We ~~NOTES~~have TOaudited ~~CONSOLIDATED~~the ~~FINANCIAL~~accompanying ~~STATEMENTS~~balance sheet of Positron Corporation (the “Company”) as of December 31, 2025, the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

1.Going ~~DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Concern

~~Description~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had a net loss and used cash in operations of ~~Business:~~$10,603,392 and $4,700,299, respectively, in 2025 and had an accumulated deficit at December 31, 2025 of $144,937,079. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Positron~~Basis ~~Corporation~~for (the “Company”) was incorporated on December 20, 1983 in the state of Texas and commenced commercial operations in 1986. Positron Corporation is a nuclear medicine healthcare company. The Company offers positron emission tomography molecular imaging systems, clinical and support services, automated radiopharmaceutical systems, radiopharmaceuticals and radioisotope processing and production.Opinion

~~The~~These ~~molecular~~financial ~~imaging~~statements ~~systems portion~~are the responsibility of the ~~business~~Company’s ~~provides~~management. ~~Positron~~Our ~~Emission~~responsibility ~~Tomography~~is ~~(PET)~~to ~~scanners.~~express ~~The~~an ~~automated~~opinion ~~radiopharmaceutical~~on ~~system~~the ~~portion~~Company’s financial statements based ofon ~~the~~our ~~business~~audit. ~~offers~~We ~~the~~are ~~world’s~~a ~~first~~public ~~robotic~~accounting ~~system~~firm ~~for~~registered with the ~~preparation~~Public ~~and~~Company ~~dispensing~~Accounting ofOversight ~~radiopharmaceuticals~~Board ~~that~~(United ~~provides~~States) (“PCAOB”) ~~unit~~and ~~dose~~are ~~radiopharmaceutical~~required ~~agents~~to ~~used~~be inindependent ~~molecular~~with ~~imaging.~~respect ~~The~~to ~~radioisotope~~the ~~manufacturing~~Company ~~portion~~in ofaccordance with the ~~business~~U.S. ~~enables the~~federal ~~Company~~securities tolaws ~~process~~and the applicable rules and ~~produce~~regulations ~~radioisotope(s)~~of ~~that~~the ~~are~~Securities ~~critical~~and ~~components~~Exchange ~~required~~Commission inand ~~nuclear~~the ~~imaging~~PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company’s ~~objective~~ is not required to ~~generate~~have, nor ~~revenue~~were bywe ~~offering~~engaged ~~inexpensive~~to ~~molecular~~perform, ~~imaging~~an ~~systems~~audit ~~and~~of ~~support~~internal ~~services,~~control ~~disease~~over ~~specific~~financial ~~software~~reporting. As part of our audit, ~~automated~~we are required to ~~radiopharmaceutical~~obtain ~~dose~~an ~~preparation~~understanding ~~and~~of ~~dispensing~~internal ~~system,~~control ~~radiopharmaceutical(s)~~over ~~and~~financial ~~radioisotope(s)~~reporting but not for ~~nuclear~~the ~~medicine~~purpose ~~primarily~~of expressing an opinion on the effectiveness inof the ~~field~~Company’s ofinternal ~~cardiac~~control ~~nuclear~~over ~~medicine~~financial reporting. Accordingly, we express no such opinion.

OnOur ~~January~~audit 17included performing procedures to assess the risks of material misstatement of the financial statements, ~~2012~~whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the ~~Company~~amounts and disclosures ~~acquired~~in ~~all~~the offinancial statements. Our audit also included evaluating the ~~issued~~accounting principles used and ~~outstanding~~significant ~~membership~~estimates ~~interest~~made ofby management, ~~Manhattan~~as ~~Isotope~~well ~~Technology~~as ~~LLC~~evaluating ~~(“MIT”)~~the overall presentation of the financial statements. ~~See~~We ~~Note~~believe that our audit provides a reasonable 3basis for our opinion.

~~MIT~~Critical ~~Positron~~Audit possesses the unique and specialized expertise in all stages of strontium-82 (Sr-82) production and spent generator lifecycle management. The Company has the ability to produce API grade strontium-82 from target material received from its foreign collaborators.Matters

OnThe ~~June~~critical ~~26,~~audit ~~2014,~~matters ~~the Company~~communicated ~~formed~~below ~~C70~~are ~~Isotopes,~~matters ~~Inc.,~~arising afrom ~~Texas~~the ~~corporation~~current ~~and~~period ~~wholly-owned~~audit ~~subsidiary~~of ~~(“C70”).~~the Onfinancial ~~July~~statements ~~11,~~that ~~2014~~were ~~the~~communicated ~~Company~~or ~~entered~~required to be communicated ~~into~~to athe ~~non-binding~~audit ~~Memorandum~~committee ofand ~~Agreement~~that: (~~“MOA”~~1) ~~with~~relate ato ~~large~~accounts ~~university~~or ~~located~~disclosures inthat ~~Texas~~are material to ~~develop~~the financial statements and ~~operate~~(2) involved aour 70especially ~~megavolt~~challenging, ~~cyclotron~~subjective, ~~facility~~or ~~dedicated~~complex tojudgments. ~~the~~The ~~manufacture~~communication of ~~isotopes~~critical ~~including~~audit ~~research~~matters ~~and~~does ~~development~~not ~~and~~alter ~~other~~in ~~cyclotron~~any ~~related~~way ~~services.~~our ~~The~~opinion ~~location~~on ofthe financial statements, taken as a whole, and we are not, by communicating the ~~facility~~critical ~~would~~audit bematters below, providing separate opinions on ~~property~~the ~~associated~~critical ~~with~~audit matters or on the ~~university~~accounts or disclosures to which they relate.

~~Principles~~2295 ofNW ~~Consolidation:~~Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7326

~~For the~~Phone: ~~years~~(561) ~~ended~~995-8270 ~~December~~• Toll ~~31,~~Free: ~~2014~~(866) ~~and 2013, the financial statements include the transactions of Positron Corporation and its wholly~~CPA-~~owned subsidiaries,~~8500 ~~IPT~~• ~~and~~Fax: ~~MIT,~~(561) ~~Positron Pharmaceuticals Company and C70. All intercompany transactions have been eliminated.~~995-1920

~~Basis~~www.salbergco.com ~~of Presentation:~~• info@salbergco.com

~~The~~Member ~~accompanying~~National ~~consolidated~~Association ~~financial~~of ~~statements~~Certified ~~have~~Valuation ~~been~~Analysts ~~prepared~~• inRegistered ~~accordance~~ with ~~generally accepted accounting principles and~~ the ~~rules of the U.S. Securities and Exchange Commission,~~PCAOB

~~All~~Member ~~significant~~CPAConnect ~~intercompany~~with ~~balances~~Affiliated ~~and~~Offices ~~transactions~~Worldwide ~~have~~• ~~been~~Member ~~eliminated.~~AICPA Center for Audit Quality

~~Use of Estimates:~~ F-2

~~The~~As ~~preparation~~described ofin ~~financial~~Footnote 2 “Summary ~~statements~~of inSignificant ~~conformity~~Accounting ~~with~~Policies”, ~~accounting~~The ~~principles~~Company ~~generally~~maintains ~~accepted~~inventory inconsisting ~~the~~of ~~United~~medical ~~States~~scanning ~~requires~~equipment. ~~management~~Inventory is tostated ~~make~~at ~~estimates and~~the ~~assumptions~~lower ~~that~~of ~~affect~~cost ~~the~~or ~~reported~~net ~~amounts~~realizable value. As of ~~assets~~December ~~and~~31, ~~liabilities~~2025, ~~and~~the ~~disclosure~~Company ofrecorded ~~contingent~~an ~~assets~~inventory ~~and~~reserve ~~liabilities~~of $576,862 atagainst ~~the~~its ~~date~~scanning equipment inventory. The estimation of the ~~financial~~inventory ~~statements~~reserve asrequires ~~well~~significant asmanagement judgment, assessing the ~~reported~~impact ~~amount~~ of ~~revenues~~new product introductions, and ~~expenses~~estimating ~~during~~selling ~~the~~prices ~~reporting~~in ~~period. Actual results~~a ~~could~~competitive ~~differ~~and ~~from~~evolving ~~these~~healthcare ~~estimates~~market.

44We identified the evaluation of the inventory reserve for inventory as a critical audit matter due to the complexity and subjectivity involved in assessing obsolescence risk for technologically advanced equipment, the relatively low sales volume but high unit cost of the systems, and the sensitivity of the reserve to changes in assumptions regarding future demand and pricing.

~~Affiliated~~The ~~Entities:~~primary procedures we performed to address this critical audit matter included (a) evaluated management’s methodology for determining reserves for inventory; (b) tested the completeness and accuracy of data used in the reserve analysis, including examining the sales contracts for the future sale of the equipment and management’s estimate of selling costs; and (c) evaluated management’s consideration of technological obsolescence, including the impact of newly released models and changes in regulatory or customer requirements. We agreed with management’s conclusion.

~~Affiliated~~/s/ ~~entities~~Salberg ~~and~~& ~~their affiliation~~Company, ~~as defined by FASB Codification Topic 850 are as follows:~~P.A.

~~Solaris~~SALBERG ~~Opportunity~~& ~~Fund~~COMPANY, ~~owns or controls common and preferred shares of the Company and its managing member is the former CEO of the Company~~P.A.

~~The~~We ~~Company~~have ~~has~~served aas ~~1% ownership interest in~~ the ~~joint venture Neusoft Positron Medical Systems ("Neusoft"). Both the~~ Company ~~and the joint venture'~~’s ~~other~~auditor ~~partner,~~since ~~Neusoft Medical Systems purchase PET systems at a wholesale transfer price from Neusoft~~2025. The Company maintains one of five board seats on Neusoft's board. The Company currently accounts for its investment in Neusoft on the cost method and has no recorded value as of December 31, 2014 and 2013 based on prior losses of Neusoft.

~~Concentrations~~Boca ofRaton, ~~Credit Risk:~~Florida

~~The~~March ~~Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC) and at times~~31, ~~balances may exceed government insured limits. The Company has never experienced any losses related to these balances.~~2026

~~During~~2295 ~~the~~NW ~~twelve~~Corporate ~~months ended December 31, 2014, no one customer accounted for more than 10% of sales and a separate customer accounted for 75% of accounts receivable~~Blvd., ~~During~~Suite ~~the~~240 ~~twelve~~• ~~months~~Boca ~~ended December 31~~Raton, ~~2013,~~FL ~~one customer accounted for 10% of sales and a separate customer accounted for 80% of accounts receivable.~~33431-7326

~~Cash~~Phone: ~~Equivalents~~(561) ~~and Short~~995-~~term~~8270 • ~~Investments~~Toll Free: (866) CPA-8500 • Fax: (561) 995-1920

~~For~~www.salbergco.com ~~the purposes of reporting~~• ~~cash flows, the Company considers highly liquid, temporary cash investments with an original maturity period of three months or less to be cash equivalents~~info@salbergco.com

~~Accounts~~Member ~~Receivable:~~National Association of Certified Valuation Analysts • Registered with the PCAOB

~~Accounts~~Member ~~receivable~~CPAConnect ~~consist of~~with ~~amounts~~Affiliated ~~due~~Offices ~~from~~Worldwide ~~customers.~~• ~~The~~Member ~~Company~~AICPA ~~records~~Center ~~a provision~~ for ~~doubtful~~Audit ~~accounts to allow for any amounts which may be unrecoverable, which is based upon an analysis of the Company’s prior collection experience, customer credit worthiness and current economic trends.~~Quality

~~Goodwill and Other Intangible Assets:~~ F-3

~~Accounting Standard Codification~~Report ~~(“ASC”)~~of ~~350~~Independent ~~“Goodwill~~Registered ~~and~~Public ~~Other~~Accounting ~~Intangible Assets” requires that assets with indefinite lives no longer be amortized, but instead be subject to annual impairment tests. The Company follows this guidance.~~Firm

~~The Company tests goodwill that~~To ~~is not subject to amortization for impairment annually or more frequently if events or circumstances indicate that impairment is possible. Goodwill was tested as of December 31, 2013 at which time~~ the ~~Company~~Stockholders ~~determined~~and ~~that~~ the ~~carrying~~Board ~~value~~ of ~~goodwill was~~Directors ~~impaired. Impairment loss~~ of ~~$346,000~~Positron ~~was recognized during the year ended December 31, 2013. There was no goodwill at December 31, 2014.~~Corporation:

~~Definite lived intangible assets~~Opinion ~~are~~on ~~being~~the ~~amortized~~Financial ~~over their useful lives.~~Statements

~~Inventory:~~ We have audited the accompanying balance sheet of Positron Corporation (the Company) as of December 31, 2024, the related statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Inventories are stated at the~~Emphasis ~~lower~~ of ~~cost~~Matter or– ~~market.~~Going Cost is determined using the first-in, first-out (FIFO) method of inventory valuation. Management assesses the recoverability and establishes reserves of the various inventory components on a quarterly basis and is based on the estimated net realizable values of respective finished, in process and raw material inventories.Concern

45The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and negative cash flows from operating activities since inception. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Property~~Basis for ~~and Equipment:~~Opinion

~~Property~~These financial ~~and~~statements ~~equipment~~are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are ~~recorded~~a public accounting firm registered with the Public Company atAccounting ~~cost~~Oversight Board (United States) (PCAOB) and ~~depreciated~~are ~~for~~required ~~financial~~to ~~statement~~be ~~purposes~~independent ~~using~~with respect to the ~~straight-line~~Company ~~over~~in ~~estimated~~accordance with ~~useful~~U.S. ~~lives~~federal ~~below:~~securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

		Estimated life, years
Buildings		39
Furniture and fixtures		5-7
Leasehold improvements		1-3
Computer equipment		3-5
Research equipment		7
Machinery and equipment		3-5

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Gains~~Our audit orincluded ~~losses~~performing onprocedures ~~dispositions~~to assess the risks of material misstatement of the financial statements, whether due to ~~are~~error or fraud, and performing procedures that respond to those risks. Such procedures included inexamining, on a test basis, evidence regarding the ~~statement~~amounts ofand ~~operations~~disclosures in the ~~period~~financial ~~incurred~~statements. ~~Maintenance~~Our audit also included evaluating the accounting principles used and ~~repairs~~significant ~~are~~estimates ~~charged~~made toby ~~expense~~management, as ~~incurred~~well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~Impairment of Long-Lived Assets:~~ F-4

~~Periodically, the Company evaluates~~Critical ~~the~~Audit carrying value of its long-lived assets, by comparing the anticipated future net cash flows associated with those assets to the related net book value. If impairment is indicated as a result of such reviews, the Company would record the impairment based on the fair market value of the assets, using techniques such as projected future discounted cash flows or third party valuations.Matters

~~Fair~~The critical ~~Value~~audit matters are matters arising from the current period audit of the financial statements that were communicated or ~~Financial~~required ~~Instruments~~to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We did not identify any critical audit matters during the current period audit.

~~The carrying value of cash and~~We ~~cash~~served ~~equivalents,~~as ~~accounts receivable, prepaids, deposits, accounts payable and accrued liabilities, common stock payable, and unearned revenue, approximate their fair values because of~~ the ~~short-term nature of these instruments. Management believes the~~ Company’s isauditor ~~not~~during ~~exposed to significant interest or credit risks arising from these financial instruments~~2025.

~~Fair value is defined as the~~Buffalo, ~~exchange~~New price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.York

•September Level 1 — Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. • Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments. • Level 3 — Unobservable inputs23, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.2025

46 F-5

~~The~~Positron following table presents the embedded conversion derivative liability, the Company’s only financial liability measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2014 and 2013 (in thousands):Corporation

	Level 1		Level 2		Level 3
Embedded conversion derivative liability
December 31, 2014	$	-	$	-	$	760
December 31, 2013	$	-	$	-	$	6,968

Balance Sheets

The following table reconciles, for the year ended December 31, 2014 and 2013 and 2011, the beginning and ending balances for financial instruments that are recognized at fair value in the consolidated financial statements (in thousands):

	December 31, 2025			December 31, 2024

Assets

Current Assets
Cash and cash equivalents	$	2,520,466		$	69,791
Accounts receivable		8,333			16,667
Inventory		680,000			1,256,862
Prepaids and other		130,387			9,131
Total Current Assets		3,339,186			1,352,451

Property and equipment - net		105,752			34,103

Operating lease - right-of-use asset		179,711			38,976

Deposits		375,000			375,000

Total Assets	$	3,999,649		$	1,800,530

Liabilities and Stockholders' Equity (Deficit)

Current Liabilities
Accounts payable and accrued expenses	$	81,512		$	7,693
Accounts payable and accrued expenses - related party		407,017			326,030
Deferred revenue		120,000			66,330
Note payable - related party - net		1,200,000			1,450,000
Operating lease liability		30,612			19,900
Convertible advance payable		563,000			563,000
Total Current Liabilities		2,402,141			2,432,953

Long Term Liabilities
Operating lease liability		153,686			24,302
Total Long Term Liabilities		153,686			24,302

Total Liabilities		2,555,827			2,457,255

Commitments and Contingencies (Note 6)		-			-

Stockholders' Equity (Deficit)
Preferred stock - $0.0001 par value; 10,000,000 authorized		-			-
Series A, preferred stock - $0.0001 par value; 8% cumulative, convertible, redeemable; 5,450,000 shares authorized; none and 435,085 shares issued and outstanding, respectively		-			435,085
Series B, preferred stock - $0.0001 par value; convertible, redeemable; 9,000,000 shares authorized; none and 192,000 shares issued and outstanding, respectively		-			192,000
Series C, preferred stock - $0.0001 par value; convertible, 840,000 shares authorized; none issued and outstanding, respectively		-			-
Series D, preferred stock - $0.0001 par value; convertible, 1,560,000 shares authorized; none issued and outstanding, respectively		-			-
Series E, preferred stock - $0.0001 par value; convertible, 1,200,000 shares authorized; none issued and outstanding, respectively		-			-
Series F, preferred stock - $0.0001 par value; convertible, 600,000 shares authorized; none issued and outstanding, respectively		-			-
Series G, preferred stock - $0.0001 par value; convertible, 3,000,000 shares authorized; none issued and outstanding, respectively		-			-
Series H, preferred stock - $0.0001 par value; convertible, 15,000,000 shares authorized; none issued and outstanding, respectively		-			-
Series S, preferred stock - $0.0001 par value; convertible, 100,000 shares authorized; none issued and outstanding, respectively		-			-
Common stock - $0.0001 par value, 100,000,000 shares authorized 32,799,451 and 27,305,008 shares issued and outstanding, respectively		3,280			2,731
Additional paid-in capital		146,377,996			133,047,521
Accumulated deficit		(144,937,079	)		(134,333,687	)
Less: treasury stock at cost - 750 and 750 shares, respectively		(375	)		(375	)
Total Stockholders’ Equity (Deficit)		1,443,822			(656,725	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	3,999,649		$	1,800,530

Balance of embedded conversion derivative liability as of December 31, 2012	$	3,981
Fair value of embedded conversion derivative liabilities at issuance		1,501
Debt modification expense		821
Loss on fair value adjustments to embedded conversion derivative liabilities		665
Balance of embedded conversion derivative liability as of December 31, 2013	$	6,968
Fair value of embedded conversion derivative liabilities at issuance		896
Debt modification expense		9
Gain on fair value adjustments to embedded conversion derivative liability		(1,237	)
Reductions in fair value due to conversion of convertible debentures into common stock		(5,876	)
Balance of embedded conversion derivative liability at December 31, 2014	$	760

The accompanying notes are an integral part of these financial statements

~~The fair value of the conversion features are calculated at the time of issuance and the Company records a derivative liability for the calculated value using a Black~~F-Scholes option-pricing model. Changes in the fair value of the derivative liability are recorded in other income (expense) in the consolidated statement of operations. Upon conversion of the convertible debt to stock, the Company reclassifies the related embedded conversion derivative liability to paid-in capital. Since the fair value of the embedded conversion derivative liability exceeded the carrying value of the convertible debentures on the issuance date, the convertible debentures were recorded at a full discount. The Company recognizes expense for accretion of the convertible debentures discount over the term of the notes. The Company has considered the provisions of ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in each debenture could result in the note principal being converted to a variable number of the Company’s common shares.6

~~The~~Positron ~~derivatives were valued using the Black-Scholes option pricing model with the following assumptions:~~Corporation

	December 31, 2014			December 31, 2013
Market value of stock on measurement date	$	0.0014		$	0.0085
Risk-free interest rate		0.26	%		0.15	%
Dividend yield		0	%		0	%
Volatility factor		223	%		141	%
Term		1 year			1 year

Statements of Operations


	For the Years Ended December 31,
	2025			2024

Sales	$	461,452		$	587,500

Cost of sales		2,575,742			929,484

Gross loss		(2,114,290	)		(341,984	)

General and administrative expenses		8,384,173			1,863,029

Loss from operations		(10,498,463	)		(2,205,013	)

Other income (expense)
Interest expense		(125,338	)		(142,402	)
Interest income		35,427			-
Amortization of debt discount		-			(31,677	)
Loss on lease termination		(15,018	)		-
Total other income (expense) - net		(104,929	)		(174,079	)

Net loss	$	(10,603,392	)	$	(2,379,092	)

Loss per share - basic and diluted	$	(0.34	)	$	(0.09	)

Weighted average number of shares - basic and diluted		30,891,096			25,982,262

~~Debt~~The ~~discount:~~accompanying notes are an integral part of these financial statements

~~Costs incurred with parties who are providing long~~F-term financing, which generally include the value of warrants or the fair value of an embedded derivative conversion feature, are reflected as a debt discount and are amortized over the life of the related debt. When the debt is repaid, the related debt discount is recorded as additional interest expenses and the related derivative liability is relieved into additional paid in capital.7

~~The~~Positron Company valued the embedded derivative conversion using Black-Scholes method. The debt discount attributable to the embedded conversion derivative liability at issuance or modification during the years ended December 31, 2014 and 2013 was $460,000 and $1,500,000, respectively.Corporation

AtStatements ~~December 31, 2014, convertible notes totaled $460,000~~ of ~~which~~Changes ~~$460,000~~in ~~was attributable to the discount on debt. These notes originally were set to mature on~~Stockholders' ~~December~~Equity ~~31, 2014 but were extended under existing terms through December 31, 2015.~~(Deficit)

~~Income~~For ~~Taxes:~~the Year Ended December 31, 2025

Income taxes are accounted for under the liability method. Deferred income taxes are provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Deferred taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or the entire deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of the enactment. We recognize tax benefits when we believe the benefit is more likely than not to be sustained upon review from the relevant authorities. We recognize penalties and interest expense related to unrecognized tax benefits in income tax expense.


	Series A - Preferred Stock				Series B - Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Treasury Stock					Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Shares		Amount			(Deficit)

December 31, 2024		435,085	$	435,085		192,000	$	192,000		27,305,008	$	2,731	$	133,047,521	$	(134,333,687	)		750	$	(375	)	$	(656,725	)

Stock issued for cash ($1.00 - $1.50/share)		-		-		-		-		9,333,333		933		9,999,067		-			-		-			10,000,000

Stock issued for services rendered ($1.77/share)		-		-		-		-		100,000		10		176,990		-			-		-			177,000

Filing Compare · POSITRON CORP