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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~(Mark~~☒ ~~One~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

xFor the ~~QUARTERLY~~quarterly ~~REPORT~~period ~~PURSUANT~~ended March TO31, ~~SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.~~2026

~~For the quarterly period ended September 30, 2015~~or

~~Commission~~☐ ~~file~~TRANSITION ~~number~~REPORT ~~000-29449~~UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~POSITRON~~For the ~~CORPORATION~~transition period from __________ to _______

~~(Exact Name of Registrant as specified in~~Commission ~~its~~File ~~charter)~~Number 000-24092

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

POSITRON CORPORATION

(Exact name of registrant as specified in its charter)

530 Oakmont Lane, Westmont, Illinois		60559
Texas		76-0083622
(Address of Principal Executive Offices)		(Zip Code)
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Registrant’s Telephone Number, Including Area Code: (317) 576-0183

3784 Commerce Ct, Suite 100

North Tonawanda, NY

14120

(Address of principal executive offices)

(Zip Code)

~~Indicate by check mark whether the issuer~~ (1317) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ 576-0183

~~Indicate by check mark whether the registrant~~(Registrant’s ~~has~~telephone ~~submitted electronically and posted on its corporate web site~~number, ifincluding ~~any,~~area ~~every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter~~code) ~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨~~

Indicate by check mark whether the registrant is a larger accelerated filer, an accelerated filer, a non-accelerated or a smaller reporting company filer. See the definition of “large accelerated filer, accelerated filer and smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one)______________________________________________________________________

~~Large~~(Former name, ~~accelerated~~former ~~filer~~address, ¨and ~~Accelerated~~former ~~filer~~fiscal ¨year, ~~Non-accelerated~~if ~~filer~~changed ¨since ~~Smaller~~last ~~reporting company x~~report)

~~Indicate~~Securities registered bypursuant ~~check~~to ~~mark~~Section ~~whether the registrant is a shell company~~ 12(asb) ~~defined in Rule 12b-2~~ of the ~~Exchange~~ Act~~). Yes ¨ No x~~:

The numbers of shares outstanding of common stock, par value $0.0001 per share outstanding as of November 23, 2015: 14,275,797

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	POSC	OTC Markets

~~POSITRON~~Indicate by ~~CORPORATION~~check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of May 15, 2026 the registrant had 32,846,326 shares of common stock, par value $0.0001 per share, issued.

TABLE OF CONTENTS

				Page
PART I - FINANCIAL INFORMATION			F-1
PART I	FINANCIAL INFORMATION			3
Item 1.	Condensed Financial Statements (Unaudited)		F-1
	ITEM 1.	Financial Statements - Unaudited		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		4
		Consolidated Balance Sheets at September 30, 2015 (unaudited) and December 31, 2014		3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		11
		Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2014 (unaudited)		4
Item 4.	Controls and Procedures		11
		Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 (unaudited)		5
PART II - OTHER INFORMATION			12
		Notes to Consolidated Financial Statements (unaudited)		6
Item 1.	Legal Proceedings		12
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 1A.	Risk Factors		12
	ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		12
	ITEM 4.	Controls and Procedures		20
Item 3.	Defaults Upon Senior Securities		12
PART II	OTHER INFORMATION			20
Item 4.	Mine Safety Disclosures		12
	ITEM 1.	Legal Proceedings		20
Item 5.	Other Information		12
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds		20
Item 6.	Exhibits		13
	ITEM 3.	Defaults Upon Senior Securities		20
SIGNATURES			14
	ITEM 4.	Mine Safety Disclosures		20
	ITEM 5.	Other information		21
	ITEM 6.	Exhibits		21
SIGNATURES				21
EXHIBITS

~~PART 1 – FINANCIAL INFORMATION~~FORWARD-LOOKING STATEMENTS

~~ITEM~~This quarterly 1report contains forward-looking statements. ~~Financial~~These ~~Statements~~statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

~~POSITRON~~Our ~~CORPORATION~~unaudited ~~AND~~condensed ~~SUBSIDIARIES~~financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our unaudited condensed financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item IA, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2025, and in our other filings with the Securities and Exchange Commission, as well as those discussed elsewhere in this quarterly report.

~~CONSOLIDATED~~In this ~~BALANCE~~quarterly ~~SHEETS~~report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to shares of our common stock.

~~(In~~As used ~~thousands~~in this quarterly report, ~~except~~the ~~share~~terms ~~data)~~“we”, “us”, “our” and the “Company” mean Positron Corporation, unless otherwise indicated.

	September 30, 2015 (Unaudited)			December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	28		$	208
Accounts receivable, less allowance for doubtful accounts of $171 and $141		147			175
Inventories, less reserve of $338 and $513		316			330
Prepaid expenses		23			17
Total current assets		514			730
Property and equipment, less accumulated depreciation of $608 and $654		799			919
Intangible assets, less accumulated amortization of $5 and $4		6			9
Other assets		201			211
Total assets	$	1,520		$	1,869
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable, trade and accrued liabilities	$	944		$	849
Unearned revenue		26			27
Advances from related party		522			600
Notes payable – current portion		617			461
Convertible debentures, less debt discount of $115 and $460		345			-
Embedded conversion derivative liabilities		649			760
Total current liabilities		3,103			2,697
Notes payable – noncurrent portion		-			9
Total liabilities		3,103			2,706
Stockholders’ deficit:
Series A preferred stock: $1.00 par value; 8% cumulative, convertible, redeemable; 7,900,000 shares authorized; 435,085 and 447,652 shares issued and outstanding.		435			448
Series B preferred stock: $1.00 par value; convertible, redeemable; 9,000,000 shares authorized; 249,985 and 262,485 shares issued and outstanding		249			262
Common stock: $0.0001 par value; 22,500,000 shares authorized; 14,275,797 and 13,886,738 shares issued and outstanding		1			1
Additional paid-in capital		124,947			124,483
Accumulated deficit		(127,200	)		(126,016	)
Treasury stock: 150 shares at cost		(15	)		(15	)
Total stockholders’ deficit		(1,583	)		(837	)
Total liabilities and stockholders’ deficit	$	1,520		$	1,869

~~See~~PART ~~accompanying~~I ~~notes~~- toFINANCIAL ~~consolidated financial statements~~INFORMATION

3Item 1. Financial Statements

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

CONSOLIDATED STATEMENTS OF OPERATIONS

		Page(s)

Balance Sheets		F-2

Statements of Operations		F-3

Statements of Changes in Stockholders’ Equity (Deficit)		F-4 - F-5

Statements of Cash Flows		F-6

Notes to Financial Statements		F-7 - F-48

~~(In thousands, except per share data)~~F-1

Positron Corporation Balance Sheets (Unaudited)

	Three Months Ended						Nine Months Ended
	March 31, 2026			December 31, 2025
	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
	(Unaudited)
Sales:	$	304		$	396		$	978		$	1,207
Assets
Costs of sales:		197			392			597			1,130
Current Assets
Gross profit		107			4			381			77
Cash and cash equivalents	$	1,406,756		$	2,520,466
Operating expenses:
Accounts receivable		-			8,333
General and administrative		255			529			1,092			1,684
Inventory		680,000			680,000
Research and development		2			126			127			348
Prepaids and other		64,262			130,387
Selling and marketing		20			56			86			144
Total Current Assets		2,151,018			3,339,186
Total operating expenses		277			711			1,305			2,176
Property and equipment - net		96,151			105,752
Loss from operations		(170	)		(707	)		(924	)		(2,099	)
Operating lease - right-of-use asset		169,909			179,711
Other income (expense)
Deposits		375,000			375,000
Interest expense		(141	)		(679	)		(419	)		(1,809	)
Total Assets	$	2,792,078		$	3,999,649
Derivative gain (loss)		56			(54	)		111			684
Liabilities and Stockholders’ Equity
Other income		-			4			26			726
Current Liabilities
Gain on disposal of property and equipment		-			-			22			-
Accounts payable and accrued expenses	$	363,104		$	81,512
Total other income (expense)		(85	)		(729	)		(260	)		(399	)
Accounts payable and accrued expenses - related party		430,366			407,017
Loss before income taxes		(255	)		(1,436	)		(1,184	)		(2,498	)
Deferred revenue		222,997			120,000
Income taxes		-			-			-			-
Note payable - related party		875,000			1,200,000
Net loss and comprehensive loss	$	(255	)	$	(1,436	)	$	(1,184	)	$	(2,498	)
Operating lease liability		30,612			30,612
Basic and diluted loss per common share	$	(0.02	)	$	(0.13	)	$	(0.08	)	$	(0.32	)
Convertible advance payable		563,000			563,000
Basic and diluted weighted average shares outstanding		14,276			10,838			14,205			7,704
Total Current Liabilities		2,485,079			2,402,141
Long Term Liabilities
Operating lease liability		146,446			153,686
Total Long Term Liabilities		146,446			153,686
Total Liabilities		2,631,525			2,555,827
Commitments and Contingencies (Note 6)		—			—
Stockholders’ Equity
Preferred stock - $0.0001 par value; 10,000,000 authorized		—			—
Common stock - $0.0001 par value, 100,000,000 shares authorized 32,849,451 and 32,799,451 shares issued and outstanding, respectively		3,285			3,280
Additional paid-in capital		146,472,491			146,377,996
Accumulated deficit		(146,314,848	)		(144,937,079	)
Less: treasury stock at cost - 750 and 750 shares, respectively		(375	)		(375	)
Total Stockholders’ Equity		160,553			1,443,822
Total Liabilities and Stockholders’ Equity	$	2,792,078		$	3,999,649

~~See~~The accompanying notes toare ~~consolidated~~an integral part of these unaudited financial statements

4F-2

~~POSITRON~~Positron ~~CORPORATION~~Corporation ~~AND~~Statements ~~SUBSIDIARIES~~of Operations (Unaudited)

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Three Months Ended March 31,
	2026			2025

Sales	$	111,000		$	119,333

Cost of sales		637,819			377,033

Gross loss		(526,819	)		(257,700	)

General and administrative expenses		838,138			1,219,799

Loss from operations		(1,364,957	)		(1,477,499	)

Other income (expense)
Interest expense		(23,349	)		(34,926	)
Interest income		10,537			43
Total other income (expense) - net		(12,812	)		(34,883	)

Net loss	$	(1,377,769	)	$	(1,512,382	)

Loss per share - basic and diluted	$	(0.04	)	$	(0.05	)

Weighted average number of shares - basic and diluted		32,833,340			29,125,378

~~(In~~The ~~thousands)~~accompanying notes are an integral part of these unaudited financial statements

~~(Unaudited)~~F-3

	Nine Months Ended
	September 30, 2015			September 30, 2014
Cash flows from operating activities:
Net loss	$	(1,184	)	$	(2,498	)
Adjustment to reconcile net loss to net cash used in operating activities
Increase in allowance for doubtful accounts		-			30
Depreciation and amortization		98			112
Gain on sale of property and equipment		(22	)		-
Stock based compensation		159			-
Derivative gain		(111	)		(684	)
Common stock issued for services		29			140
Accretion of debt discount		345			1,761
Changes in operating assets and liabilities:
Accounts receivable		28			(13	)
Inventories		14			139
Prepaid expenses and other assets		4			62
Accounts payable, trade and accrued liabilities		95			(258	)
Customer deposits		-			(658	)
Unearned revenue		-			(16	)
Net cash used in operating activities		(545	)		(1,883	)
Cash flows from investing activities:
Proceeds from sale of property and equipment		45			-
Purchase of property and equipment		-			(25	)
Net cash provided by (used in) investing activities		45			(25	)
Cash flows from financing activities:
Borrowings under note payable		20			-
Payments on note payable		(7	)		(70	)
Noninterest bearing advances		135			-
Payment of noninterest bearing advances		(78	)		(412	)
Proceeds from convertible debt		-			433
Proceeds from issuance of common stock		250			1,000
Net cash provided by financing activities		320			951
Net decrease in cash and cash equivalents		(180	)		(957	)
Cash and cash equivalents, beginning of period		208			1,744
Cash and cash equivalents, end of period	$	28		$	787
Supplemental cash flow information:
Interest paid	$	14		$	-
Income taxes paid	$	-		$	-
Non-cash disclosures:
Conversion of convertible debentures, accrued interest and derivative liability to common stock	$	-		$	7,932
Conversion of Series B shares to common stock	$	13		$	2,785
Conversion of Series S shares to common stock	$	-		$	25
Conversion of Series H shares to common stock	$	-		$	125
Debt discount / increase in derivative liability	$	-		$	433
Disposal of obsolete inventory offset against reserve	$	175		$	-

Positron Corporation
Statements of Changes in Stockholders’ Equity (Deficit)
For the Three Months Ended March 31, 2026
(Unaudited)

See accompanying notes to consolidated financial statements

											Additional										Total
			Preferred Stock				Common Stock				Paid-in		Accumulated			Treasury Stock					Stockholders’
			Shares		Amount		Shares		Amount		Capital		Deficit			Shares		Amount			Equity

December 31, 2025	-	-		-	$	-		32,799,451	$	3,280	$	146,377,996	$	(144,937,079	)		750	$	(375	)	$	1,443,822

Stock issued for services rendered ($1.89/share)				-		-		50,000		5		94,495		-			-		-			94,500

Net loss	-	-		-		-		-		-		-		(1,377,769	)		-		-			(1,377,769	)

March 31, 2026	-	-		-	$	-		32,849,451	$	3,285	$	146,472,491	$	(146,314,848	)		750	$	(375	)	$	160,553

5The accompanying notes are an integral part of these unaudited financial statements

~~POSITRON CORPORATION AND SUBSIDIARIES~~F-4

~~SELECTED~~Positron ~~NOTES~~Corporation TOStatements ~~CONSOLIDATED~~of ~~FINANCIAL~~Changes ~~STATEMENTS~~in Stockholders’ Equity (Deficit) For the Three Months Ended March 31, 2025

(Unaudited)

1. Summary of Significant Accounting Policies


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

December 31, 2024		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/share)		-		-		-		-		8,000,000			800			7,999,200			-			-		-			8,000,000

Cash paid to repurchase and retire common stock ($0.60 - $0.75/share)		-		-		-		-		(4,000,000	)		(400	)		(2,499,600	)		-			-		-			(2,500,000	)

Imputed interest expense on debt - related parties		-		-		-		-		-			-			2,936			-			-		-			2,936

Forgiveness of accrued interest payable - related party		-		-		-		-		-			-			41,414			-			-		-			41,414

Net loss		-		-		-		-		-			-			-			(1,512,382	)		-		-			(1,512,382	)

March 31, 2025		435,085	$	435,085		192,000	$	192,000		31,305,008		$	3,131		$	138,591,471		$	(135,846,069	)		750	$	(375	)	$	3,375,243

~~For~~The aaccompanying ~~summary~~notes ofare ~~significant~~an ~~accounting policies~~integral ~~(which~~part ~~have~~of ~~not~~these ~~changed~~unaudited ~~from~~financial ~~December 31, 2014), see the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.~~statements

~~Basis of Presentation:~~F-5

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles and the rules of the U.S. Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Annual Report on Form 10-K for Positron Corporation ~~(the “Registrant” or the “Company”) for the period~~ ~~ended~~ ~~September~~Statements ~~30, 2015. In the opinion~~ of ~~management,~~Cash ~~all adjustments, consisting of normal recurring adjustments, necessary~~Flows ~~for~~ a fair presentation of financial position, results of operations and cash flows for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended December 31, 2014, as reported in the Form 10-K, have been omitted.(Unaudited)

In preparing the interim unaudited consolidated financial statements, management was required to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the financial reporting date and throughout the periods being reported upon. Certain of the estimates result from judgments that can be subjective and complex and consequently actual results may differ from these estimates.


	For the Three Months Ended March 31,
	2026			2025

Operating activities
Net loss	$	(1,377,769	)	$	(1,512,382	)
Adjustments to reconcile net loss to net cash used in operations
Amortization of operating lease - right-of-use asset		9,802			4,033
Depreciation expense		9,601			4,650
Stock issued for services		94,500			-
Imputed interest expense on debt - related parties		-			2,936
Changes in operating assets and liabilities
(Increase) decrease in
Accounts Receivable		8,333			-
Prepaids		66,125			(2,669	)
Deposits		-			-
Increase (decrease) in
Accounts payable and accrued expenses		281,592			956
Accounts payable and accrued expenses - related party		23,349			76,991
Deferred revenue		102,997			(8,333	)
Operating lease liability		(7,240	)		(3,942	)
Net cash used in operating activities		(788,710	)		(1,437,760	)

Financing activities
Proceeds from stock issued for cash		-			8,000,000
Cash paid to repurchase and retire common stock		-			(2,500,000	)
Proceeds from issuance of note payable - related party		-			100,000
Repayments on notes payable - related party		(325,000	)		(350,000	)
Net cash provided by (used in) financing activities		(325,000	)		5,250,000

Net increase (decrease) in cash and cash equivalents		(1,113,710	)		3,812,240

Cash and cash equivalents - beginning of period		2,520,466			69,791

Cash and cash equivalents - end of period	$	1,406,756		$	3,882,031

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities
Forgiveness of accrued interest payable - related party	$	-		$	41,414

~~All~~The ~~significant~~accompanying ~~intercompany~~notes ~~balances~~are ~~and transactions~~an ~~have~~integral ~~been~~part ~~eliminated.~~of these unaudited financial statements

~~Use of Estimates:~~F-6

~~The~~POSITRON preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.CORPORATION

~~Debt~~NOTES ~~Discount:~~TO FINANCIAL STATEMENTS

~~Costs~~MARCH ~~incurred with parties who are providing long-term financing~~31, ~~which~~2026 ~~generally~~AND 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. The debt discount attributable to initial embedded conversion derivative liabilities during the nine months ended September 30, 2015 and 2014 was $345,000 and $332,000, respectively. The Company recorded the accretion of debt discount of $345,000 and $995,000 during the nine months ended September 30, 2015 and 2014, respectively. The total unaccreted debt discount at September 30, 2015 was $115,000, compared to $460,000 at December 31, 2014.2025

~~Fair~~(UNAUDITED) ~~Value of Financial Instruments:~~

~~The~~Note ~~carrying~~1 ~~value~~- ofOrganization ~~cash~~ and ~~cash equivalents,~~Nature ~~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 is not exposed to significant interest or credit risks arising from these financial instruments.~~Operations

~~Fair~~Organization value is defined as the exchange 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~~Nature ~~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.~~Operations

•Positron ~~Level~~Corporation 1(collectively, —“we,” “us,” ~~Quoted~~“our” ~~prices in active markets for identical assets~~ or ~~liabilities.~~the ~~These~~“Company”), ~~are~~a ~~typically~~Texas ~~obtained~~Corporation ~~from~~(originally ~~real-time~~incorporated ~~quotes~~on ~~for~~December ~~transactions in active exchange markets involving identical assets~~20, 1983).

•Positron ~~Level~~Corporation 2is —a ~~Quoted~~medical ~~prices~~technology company ~~for~~that ~~similar~~co-develops, ~~assets~~manufactures, and ~~liabilities~~sells inPET ~~active~~and ~~markets;~~PET-CT ~~quoted~~imaging ~~prices~~systems ~~included~~and ~~for~~related ~~identical~~services orto ~~similar~~healthcare ~~assets~~providers. The ~~and~~Company ~~liabilities~~focuses ~~that~~on ~~are~~cardiac ~~not~~PET ~~active;~~imaging and ~~model-derived~~is ~~valuations~~expanding ininto ~~which~~broader ~~all~~clinical ~~significant~~applications, ~~inputs~~including ~~and~~oncology. ~~significant~~Positron ~~value~~collaborates with ~~drivers~~its ~~are~~strategic ~~observable~~partner, inNeusoft ~~active~~Medical ~~markets.~~Systems, ~~These~~to ~~are~~support ~~typically~~product ~~obtained~~development, ~~from~~manufacturing, ~~readily-available~~and ~~pricing sources for comparable instruments~~innovation.

6Basis of Presentation

•The ~~Level~~accompanying 3unaudited —financial ~~Unobservable~~statements have ~~inputs,~~been ~~where~~prepared ~~there~~in isaccordance ~~little~~with oraccounting noprinciples ~~market~~generally ~~activity~~accepted ~~for~~in the ~~asset~~United orStates ~~liability~~of America for interim financial statements (“U.S. ~~These~~GAAP”) ~~inputs~~and ~~reflect~~with the ~~reporting~~instructions ~~entity’s~~to ~~own~~Form ~~beliefs~~10-Q ~~about~~and ~~the~~Article ~~assumptions~~8 ~~that~~of ~~market~~Regulation ~~participants~~S-X ~~would~~of ~~use~~the inUnited ~~pricing~~States Securities ~~the~~and ~~asset~~Exchange orCommission ~~liability~~(“SEC”). Accordingly, ~~based~~they ondo ~~the~~not ~~best~~contain all information ~~available~~and footnotes required by accounting principles generally accepted in the ~~circumstances~~United States of America for annual financial statements.

~~The~~In ~~following~~the ~~table~~opinion ~~presents~~of the ~~embedded~~Company’s management, ~~conversion~~the ~~derivative~~accompanying ~~liability,~~unaudited financial statements contain all of the ~~Company’s~~adjustments necessary (consisting only ~~financial~~of ~~liability~~normal ~~measured~~recurring ~~and~~accruals) to ~~recorded~~present atthe ~~fair~~financial ~~value~~position onof the Company~~’s consolidated~~ ~~balance~~as ~~sheets~~of onMarch a31, ~~recurring~~2026 ~~basis~~and the results of operations and ~~their~~cash ~~level~~flows ~~within~~for the ~~fair~~periods presented. ~~value~~The ~~hierarchy~~results as of ~~September~~operations 30for the three months ended March 31, ~~2015~~2026 ~~(in~~are ~~thousands):~~not necessarily indicative of the operating results for the full fiscal year or any future period.

		September 30, 2015				Level 1				Level 2				Level 3
Embedded conversion derivative liability		$	649			$	-			$	-			$	649

These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026.

~~The~~Management ~~following~~acknowledges ~~table~~its ~~reconciles,~~responsibility for the ~~nine~~preparation ~~months~~of ~~ended~~the ~~September~~accompanying 30unaudited financial statements which reflect all adjustments, ~~2015~~consisting of normal recurring adjustments, ~~the~~considered ~~beginning~~necessary ~~and~~in ~~ending~~its ~~balances~~opinion for ~~financial~~a ~~instruments~~fair ~~that~~statement ~~are~~of ~~recognized~~its ~~at fair~~financial ~~value~~position inand the ~~consolidated~~results ~~financial~~of ~~statements~~its ~~(in~~operations for ~~thousands):~~the periods presented.

Balance of embedded conversion derivative liability as of December 31, 2014	$	760
Gain on fair value adjustments to embedded conversion derivative liability		(111	)
Balance of embedded conversion derivative liability at September 30, 2015	$	649

F-7

~~The~~POSITRON 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-Scholes option-pricing model. Changes in the fair value of the derivative liability are recorded in other income (expense) in the consolidated statements 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.CORPORATION

~~Revenue~~NOTES ~~Recognition:~~TO FINANCIAL STATEMENTS

~~The~~MARCH ~~Company’s revenues are currently derived from the sale of medical equipment products~~31, ~~maintenance~~2026 ~~contracts~~AND and service revenues. Revenues from maintenance contracts are recognized over the term of the contract. Service revenues are recognized upon performance of the services. The Company recognizes revenues from the sale of medical equipment products when earned. Specifically, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred (or services have been rendered), the price is fixed or determinable, and collectability is reasonably assured. The Company obtains a signed customer acceptance after installation is complete for the sale of its Attrius® systems.2025

~~In multiple-element arrangements, revenue is allocated to each element based on their relative selling prices. Relative selling prices are based first on vendor specific objective evidence~~ (~~VSOE~~UNAUDITED), 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. Because the Company has neither VSOE nor TPE for its products, the 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-alone basis. The Company determines ESP by considering the facts and circumstances of the product being sold.

~~Recent~~Liquidity, ~~Accounting~~Going ~~Pronouncements:~~Concern and Management’s Plans

InThese ~~May~~unaudited ~~2014,~~financial ~~the~~statements ~~FASB issued Accounting~~have ~~Standards~~been ~~Update~~prepared ~~No.~~on ~~2014-09,~~a ~~Revenue~~going ~~from~~concern ~~Contracts with Customers (ASU 2014-09)~~basis, which ~~supersedes~~contemplates ~~nearly~~the ~~all~~realization ~~existing revenue recognition guidance under U.S. GAAP. The core principle~~ of ~~ASU~~assets ~~2014-09~~and ~~is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects~~ the ~~consideration~~settlement toof ~~which~~liabilities ~~an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle~~ and, commitments in ~~doing so, more judgment and estimates may be required within~~ the ~~revenue~~normal ~~recognition~~course ~~process~~of ~~than are required under existing U~~business.~~S. GAAP.~~

7As reflected in the accompanying unaudited financial statements, for the three months ended March 31, 2026, the Company had:

~~The~~● ~~standard~~Net isloss ~~effective~~of ~~for annual periods beginning after December 15~~$1, ~~2017~~377,769; and interim periods therein, using either of the following transition methods: (i) a 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 not yet determined the method by which we will adopt the standard in 2018.

~~Other~~● ~~issued~~Net orcash ~~adopted~~used ~~accounting~~in ~~pronouncements are not expected to, or did not have, a material impact on our financial position, results of~~ operations orwas ~~cash flows.~~$788,710

2.Additionally, ~~Reverse~~at ~~Stock~~March ~~Split~~31, 2026, the Company had:

On● ~~November~~Accumulated ~~18,~~deficit ~~2014, the Company filed a Definitive Information Statement to effect a 1-for-400 reverse split~~ of ~~the Company’s common stock. The reverse stock split was announced by Financial Industry Regulatory Authority on April 17~~$146, ~~2015 and became effective on April 18~~314, ~~2015. This action was approved on May 8, 2014 by written consent of our Board of Directors and the affirmative vote of holders of two-thirds of the Company’s voting common stock.~~848

On● ~~April 8, 2015, the effective date, every 400 shares of the Company~~Stockholders’s ~~issued~~equity ~~and outstanding common stock were combined into one share~~ of common stock. The Company did not issue any fractional shares in connection with the reverse stock split. Stockholders of record who otherwise would have been entitled to receive fractional shares will be entitled160,553; ~~to one share.~~and

~~Throughout~~● ~~this~~Working ~~report,~~capital ~~each~~deficiency ~~instance which refers to a number~~ of ~~shares of our common stock refers to the number of shares of common stock after giving effect to the Reverse Split~~$334, unless otherwise indicated. References to a number of shares of common stock in our historical financial statements for the year ended December 31, 2014 are reported on a post-Reverse Split basis.061

3The Company has cash on hand of $1,406,756 at March 31, 2026. ~~Going~~The ~~Concern~~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.

~~Since~~These ~~inception,~~factors ~~the~~create ~~Company~~substantial ~~has expended~~doubt ~~substantial~~about ~~resources on research and development and sustained losses. Due to~~ the ~~limited~~Company’s ~~number~~ability ~~of systems sold or placed into service each year, revenues have fluctuated significantly from year~~ to ~~year~~continue ~~and~~as ~~have not been sufficient to be operationally profitable. The Company had an accumulated deficit of $127,200,000 and~~ a ~~stockholders’~~going ~~deficit~~concern ofwithin ~~$1,583,000 at September 30, 2015. The Company will need to increase sales and apply~~ the ~~research~~twelve-month ~~and~~period ~~development~~subsequent ~~advancements~~ to ~~achieve profitability in~~ the ~~future. The~~date ~~Company~~that ~~will need to resume and increase sales of PET and radiopharmaceutical systems, services, radiopharmaceuticals and radioisotope~~these ~~sales~~financial ~~and~~statements ~~apply~~are ~~the~~issued. ~~research~~The ~~and~~financial ~~development~~statements ~~advancements~~do tonot ~~achieve~~include ~~profitability~~any inadjustments ~~the~~that ~~future.~~might ~~There can~~ be nonecessary ~~assurance~~if ~~that~~ the Company is ~~will~~unable ~~continue~~ to becontinue ~~successful~~as ina ~~selling~~going ~~products~~concern.

~~The~~Management’s ~~Company~~strategic had cash and cash equivalents of $28,000 at September 30, 2015. At the same date, the Company had accounts payable and accrued liabilities of $944,000 at September 30, 2015, and a negative working capital of $2,589,000. Working capital requirements for the upcoming year will reach beyond our current cash balances. The Company plans ~~to continue to raise funds as required through equity~~include ~~and debt financing to sustain business operations. These factors raise substantial doubt about~~ the ~~Company’s ability to continue as a going concern.~~following:

On● ~~September~~Execute 8, 2015, the Company was served with a petition for Involuntary Bankruptcy in the U.S. Bankruptcy Court, Northern District of Texas by three parties alleging to be creditors of the Company, requesting relief from the Bankruptcy Court under Chapter 11 of the U.S. Bankruptcy Code. The Company has filed a Motion to Dismiss or in the alternative to Transfer Venue to another Judicial District requesting the case be moved to the Northern District of Illinois. Concurrently, an Answer was filed alleging that the Involuntary Petition is defective because the petitioning creditors are not qualified or the claims being asserted against the Debtor are the subject of a bona fide dispute either as to amount or liability. There can be no assurance that the Company will be successful in either of these contested matters. There can be no assurance that the Company will be successful in averting bankruptcy or its outcome implementing its business ~~plan and ultimately achieving operational profitability. The Company’s long-term viability as a going concern is dependent on its ability to 1) achieve adequate profitability and cash flows from~~ operations tomore ~~sustain~~fully ~~its~~during ~~operations, 2)~~the ~~control costs and expand revenues from existing or new business 3) meet~~ current ~~commitments and fund the continuation of its business operation in the near future and 4) raise additional funds through debt and/or equity financings.~~year;

4.● ~~Other~~Expand ~~Assets~~its reach within nuclear cardiology with the launch of our PET-CT system which provides greater features and functions now available to nuclear cardiologists and their diagnostic capabilities;

~~Other~~● ~~assets~~Enter atthe ~~September~~vast ~~30,~~oncology ~~2015~~market ~~and December~~with ~~31,~~its ~~2014~~new ~~consisted~~PET-CT ofsystem ~~$201,000~~with ~~and~~a ~~$201~~faster,~~000,~~ ~~respectively~~smaller, inmore ~~deposits~~economical ~~paid~~solution tofor ~~our~~practices, ~~joint venture partner~~hospitals, ~~Neusoft~~and ~~for Attrius® systems.~~patients;

8● Explore and execute of prospective strategic and partnership opportunities; and

5.● ~~Inventories~~Pursue to “Up-List” to a more prominent publicly reporting exchange.

~~Inventories at September 30, 2015 and December 31, 2014 consisted of the following (in thousands):~~F-8

	September 30, 2015			December 31, 2014
Finished systems	$	-		$	-
Raw materials and service parts		408			422
Work in progress		246			421
		654			843
Less: Reserve for obsolete inventory		(338	)		(513	)
	$	316		$	330

POSITRON CORPORATION

~~Inventories~~NOTES ~~are~~TO ~~stated~~FINANCIAL at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method of inventory valuation. The Company evaluated the reserve as of September 30, 2015 and December 31, 2014.STATEMENTS

6.MARCH ~~Property~~31, ~~and~~2026 ~~Equipment~~AND 2025

~~Property and equipment at September 30, 2015 and December 31, 2014 consisted of the following~~ (~~in thousands~~UNAUDITED):

	September 30, 2015			December 31, 2014
Buildings	$	500		$	500
Furniture and fixtures		79			88
Leasehold improvements		70			72
Computer equipment		51			76
Research equipment		679			679
Machinery and equipment		28			158
		1,407			1,573
Less: Accumulated depreciation		(608	)		(654	)
	$	799		$	919

Note 2 - Summary of Significant Accounting Policies

7.Business ~~Accounts Payable~~ Segments and ~~Accrued~~Expense ~~Liabilities~~Disclosure

~~Accounts~~The ~~payable~~Company ~~and~~follows ~~accrued~~Financial ~~liabilities~~Accounting atStandards ~~September~~Board ~~30,~~(FASB) ~~2015~~ASC ~~and~~280, ~~December~~Segment 31Reporting, ~~2014~~which ~~consisted~~requires ofpublic ~~the~~entities ~~following~~to ~~(in~~report ~~thousands):~~financial and descriptive information about their reportable operating segments.

	September 30, 2015		December 31, 2014
Trade accounts payable	$	681	$	660
Accrued interest		103		59
Sales taxes payable		74		79
Accrued compensation		58		47
Deferred wages		15		-
Other accrued expenses		13		4
Total	$	944	$	849

FASB ASC 280-10-50-1 states that an operating segment is a component of a public entity that:

9● Engages in business activities from which it may earn revenues and incur expenses;

8.● ~~Loss~~Has ~~Per~~operating ~~Share~~results that are regularly reviewed by the Chief Operating Decision Maker (CODM), who is the Company’s Chief Executive Officer, to make decisions about resource allocation and performance assessment; and

~~Basic~~● ~~loss~~Has ~~per~~discrete ~~common~~financial ~~share~~information ~~is based on the weighted average number of common shares outstanding in each period and earnings adjusted for preferred stock dividend requirements~~available. Diluted earnings per common share assumes that any dilutive convertible preferred shares outstanding at the beginning of each period were converted at those dates, with related interest, preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options and warrants for which market price exceeds exercise price, less shares which could have been purchased by the Company with related proceeds. The convertible preferred stock and outstanding stock options and warrants were not included in the computation of diluted earnings per common share for the three and nine months ended September 30, 2015 and 2014, respectively since it would have resulted in an antidilutive effect.

Under ASC 280-10-50-10, a public entity is required to report separately only those operating segments that meet certain quantitative thresholds. However, as specified in FASB ASC 280-10-50-11, if a company’s business activities are managed as a single operating segment and reviewed on a basis, the company may report as a single segment. The ~~following~~Company ~~table~~has ~~sets~~determined ~~forth~~that it operates as one reportable segment, as its CODM reviews the ~~computation~~business as a whole rather than by distinct business components. Significant expenses within loss from operations, as well as within net loss, include cost of ~~basic~~sales and ~~diluted~~general and administrative expenses, which are each presented separately on the accompanying Statements of Operations. Other segment items within net loss ~~per~~include ~~share~~interest ~~(in~~expense, ~~thousands~~net, ~~except~~and ~~per~~amortization of ~~share~~debt ~~data):~~discount.

	Three Months Ended						Nine Months Ended
	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Numerator
Basic and diluted income (loss)	$	(255	)	$	(1,436	)	$	(1,184	)	$	(2,498	)
Denominator
Basic and diluted earnings per share - weighted average shares outstanding		14,276			10,838			14,205			7,704
Basic and diluted income (loss) per common share	$	(0.02	)	$	(0.13	)	$	(0.08	)	$	(0.32	)

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires all public entities, including public entities with a single reportable segment, to provide in interim and annual periods one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.

~~Anti~~The Company adopted ASU 2023-~~dilutive~~07 ~~securities~~for ~~(based~~its annual reporting period ended December 31, 2024 and for interim periods beginning January 1, 2025, on ~~conversions to~~a ~~common~~retrospective ~~shares)~~basis. The adoption did not ~~included~~change inthe ~~net~~way ~~loss~~the ~~per~~Company ~~share~~identifies ~~calculation~~its ~~(in~~reportable ~~thousands):~~segments and, accordingly, did not have a material impact on the Company’s segment-related disclosures.

	September 30, 2015		September 30, 2014
Convertible Series A preferred stock		1		1
Convertible Series B preferred stock		62		68
Convertible Series S preferred stock		-		19,375
Stock warrants		33		306
Convertible debt		81		607
Common stock options		269		472
Series B preferred stock options		343		518

F-9

9.POSITRON ~~Convertible Debentures~~CORPORATION

~~During~~NOTES ~~the~~TO ~~nine~~FINANCIAL ~~months ending September 30, 2015, the Company issued no convertible debentures.~~STATEMENTS

~~During~~MARCH ~~the nine months ended September 30~~31, ~~2015~~2026 ~~and~~AND ~~2014, the Company recognized $21,600 and $21,600, respectively, of interest expense on the Convertible Debentures.~~2025

	September 30, 2015
Convertible debentures	$	460
Debt discount		(345	)
Net convertible debentures	$	115

(UNAUDITED)

~~10.~~The ~~Notes~~adoption ~~Payable~~of 2023-07 did not change the way that the Company identifies its reportable segments and, ~~Advances~~as ~~from~~a result, did not have a material impact on the Company’s segment-related ~~parties~~disclosures.

OnUse ~~January 17, 2012, the Company assumed from MIT a note payable with Los Alamos National Bank (“LANB”) in the amount~~ of ~~$700,000.~~Estimates ~~On February 10, 2012, MIT refinanced with LANB the principal~~ and accrued interest of this note payable with a promissory note of $708,000, maturing on February 10, 2015. The promissory note is guaranteed by the Company and secured by all assets of the Company. Total interest paid on the promissory note was $14,000 during the nine months ended September 30, 2015Assumptions

10The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the recognition of revenues and expenses during the reporting period. Actual results may differ from these estimates, and such differences could be material.

OnChanges ~~April 29,~~in ~~2015~~estimates ~~DX,~~are ~~LLC~~recorded ~~(“DX”),~~in ~~an entity controlled by Cecil O’Brate a principal and affiliated shareholder (owner of approximately 23% holder of~~ the ~~Company’s common stock) purchased the Company’s outstanding debt, accrued interest~~ ~~and~~period ~~fees~~ in ~~the~~which ~~recorded~~they ~~amount~~become ofknown ~~$481,950 from LANB. The note is currently due on demand~~ and ~~bears~~are ~~interest~~accounted atfor 16prospectively.0% ~~per annum (default rate).~~ The Company isbases ~~currently~~its inestimates ~~default~~on ~~and~~historical ~~has received a demand letter from DX. The Company is currently negotiating~~experience, ~~with~~industry ~~the~~trends, ~~note~~and ~~holder.~~other Atrelevant ~~September 30~~factors, ~~2015~~incorporating ~~the~~both ~~outstanding~~quantitative ~~principal balance~~ and ~~accrued~~qualitative ~~interest~~assessments ~~was~~that ~~$481,950~~it ~~and~~believes ~~$32,624,~~are ~~respectively.~~reasonable ~~The~~under ~~transfer of~~ the ~~debt constitutes an extinguishment of debt from LANB, but no gain or loss has been identified to the Company~~circumstances.

OnSignificant ~~August~~estimates ~~13,~~during ~~2015~~ the ~~Company reached an agreement with~~ three ~~of its creditors to convert an aggregate of $670,367 in advances into 670,367 newly issued shares of the~~ ~~Company’s~~months 8%ended ~~Series~~March ~~J Secured Redeemable Convertible Preferred Stock (the “Series J Preferred Stock”). As of September 30~~31, ~~2015~~2026 , prior to the consummation of the agreements or filing the Certificate of Designation for or the issuance of the Series J Preferred Stock, the creditors advised the Company that they had withdrawn their acceptance of the settlement and ~~deemed~~ ~~the~~2025 ~~agreements revoked.~~include:

As● ofAllowance ~~September~~for ~~30,~~doubtful ~~2015,~~accounts ~~the Company had outstanding short term notes payable to its former CEO in the amount of $212,000~~ and toother a non-affiliated shareholder in the amount of $60,000. The notes are to help fund operations and non-interest bearing and secured by the Company’s assets. Additionally, as of September 30, 2015, the Company received an advance from an unaffiliated third-party in the amount of $75,000.receivables

As● ofInventory ~~September~~reserves ~~30, 2015, the Company had outstanding advances of $310,000. These advances are short term notes from their CFO~~ and ~~an unaffiliated shareholder to help fund operations. The notes are non-interest bearing and secured by the Company’s assets.~~classifications

~~The~~● ~~Company~~Valuation ~~has entered into a capital lease for equipment at interest rates~~ of ~~7.25%,~~equity ~~payable~~based through 2018. The assets and liabilities under the capital leases were recorded at the present value of the minimum lease payments and are depreciated over their estimated useful lives. The gross amount of assets held under capital leases for the year ended December 31, 2014 was $16,300, with accumulated depreciation of $2,300. Depreciation expense for this equipment for the year ended December 31, 2014 was $1,135. On June 18, 2015 the Company sold the equipment and paid the capital lease and no longer is obligated under the terms of the capital lease.instruments

~~The~~● ~~Company’s~~Estimated ~~total~~useful ~~outstanding~~lives ~~balance under~~of ~~notes~~property ~~payable~~ and ~~advances in the amount of $1,139,286 are considered current debt.~~equipment

~~11.~~● ~~Stockholders’~~Implicit ~~Deficit~~interest rate in right-of-use operating leases

~~2015~~● Uncertain tax positions

~~Effective~~● ~~April~~Valuation 8,allowance ~~2015~~on ~~(see~~deferred ~~Note~~tax ~~2), the Company effected a 1-for-400 reverse stock split.~~assets

InRisks February 2015, the Company issued an aggregate of 387,847 share of Common Stock. 37,500 shares were issued for consulting services performed, the common stock had a fair market value of $0.0019 per share, the Company recorded $28,500 for consulting services, and ~~aggregate of 3,125 shares from the conversion of 12,500 shares of the Company’s Series B Convertible Preferred Stock into Common Stock, and sold 3,125 shares for $250,000.~~Uncertainties

InThe ~~June~~Company ~~2015~~operates in a highly competitive industry that is subject to intense market dynamics, ~~the~~shifting ~~Company~~consumer ~~purchased~~demand, and economic fluctuations. The Company’s operations ~~retired~~are 12exposed to significant financial,~~567~~ ~~shares~~operational, ofand ~~Series~~strategic Arisks, ~~Preferred~~including ~~Stock~~potential business disruptions, supply chain constraints, and liquidity challenges.

~~2014~~In accordance with FASB ASC 275, “Risks and Uncertainties,” the Company evaluates and discloses risks that could materially affect its financial condition, results of operations, and business outlook. Key factors contributing to variability in sales and earnings include:

On1. ~~April~~Industry ~~16,~~Cyclicality ~~2014~~– ~~the~~The Company’s ~~increased their~~financial ~~authorized~~performance ~~common~~is ~~shares~~affected by 7industry trends,~~500~~ seasonality,~~000~~ and ~~preferred~~shifts ~~shares~~in bymarket ~~125,000~~demand. ~~Par value decreased from $.01 per share to $.0001 per share.~~

In April 2014, the Company issued an aggregate of 6,536,867 shares of Common Stock. 5,038,811 shares were issued as a result of conversion of convertible promissory notes in the original aggregate amount of $5,742,450, and aggregate of 5,000 shares from the conversion of 20,000 shares of the Company’s Series B Convertible Preferred Stock into Common Stock, 625,000 share from the conversion of 25,000 shares of the Company’s Series S Convertible Redeemable Preferred Stock and 618,056 shares from the conversion of 12,500,000 shares of the Company’s Series H Convertible Redeemable Preferred Stock.F-10

OnPOSITRON June 25, 2014, the Company issued 100,000 shares of common stock for current and future consulting services. On the date of the issuance, the common stock had a fair market value of $0.035 per share. The Company recorded $140,000 for consulting services of which $105,000 was in prepaid expenses at September 30, 2014.CORPORATION

11NOTES TO FINANCIAL STATEMENTS

InMARCH ~~August 2014~~31, ~~the~~2026 ~~Company~~AND issued an aggregate of 7,264,002 share of Common Stock. 1,166,667 shares were issued as a result of conversion of convertible promissory notes in the original aggregate amount of $350,000, and aggregate of 2,764,002 shares from conversion of 27,640 shares of Company’s Series B Convertible Preferred Stock into Common Stock, and sold 3,333,333 shares for $1,000,000.2025

~~12.~~(UNAUDITED) ~~Stock Options~~

~~For~~2. ~~all~~Macroeconomic ofConditions– ~~the~~Economic ~~Company’s stock-based compensation plans~~downturns, ~~the~~inflationary ~~fair value of each grant was estimated at the date of grant using the Black-Scholes option-pricing model. Black-Scholes utilizes assumptions related to volatility~~pressures, ~~the risk-free~~ interest rate changes, ~~the~~global ~~dividend~~tariff ~~yield (which is assumed to be zero~~policy, ~~as the Company has not paid cash dividends to date~~ and ~~does~~geopolitical ~~not~~risks ~~currently~~may ~~expect~~impact toconsumer ~~pay~~purchasing ~~cash~~behavior ~~dividends)~~ and the ~~expected term of the option. Expected volatilities utilized in the model are based mainly on the historical volatility of the~~ Company’s ~~stock~~ ~~price~~revenue ~~over a period commensurate with the expected life of the share option as well as other factors~~streams. ~~The risk-free interest rate is derived from the zero-coupon U.S. government issues with a remaining term equal to the expected life at the time of grant.~~

In3. ~~2015,~~Pricing ~~the~~Volatility– ~~Board~~The ~~extended~~cost ~~the~~and ~~outstanding options~~availability toof ~~January~~raw 17materials, ~~2020.~~supply ~~The~~chain ~~options~~disruptions, ~~vest immediately~~ and ~~company~~competitive ~~recognized~~pricing ~~compensation~~pressures ~~expense~~can oflead ~~$159,000~~to ~~during~~fluctuations ~~the~~in ~~first quarter~~gross ofmargins ~~2015~~and profitability.

~~Fair~~Given ~~market~~these ~~value~~uncertainties, ~~using~~ the ~~Black-Sholes~~Company ~~option~~faces challenges in accurately forecasting financial performance and may experience material risks affecting liquidity, business continuity, and long-~~pricing~~term ~~model~~strategic ~~was~~growth. ~~determined~~The ~~using~~Company ~~the~~continuously ~~following~~assesses ~~assumptions:~~these risks and implements measures to mitigate their potential impact.

Expected life (years)	5
Risk free rate of return	1.29	%
Dividend yield	0
Expected volatility	293	%

Fair Value of Financial Instruments

13The Company accounts for financial instruments in accordance with Financial Accounting Standards Board (FASB) ASC 820, “Fair Value Measurements”, which establishes a framework for measuring fair value and requires related disclosures. ~~Related~~Fair ~~Party~~value ~~Transactions~~is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the Company’s principal market or, if none exists, the most advantageous market for the asset or liability.

~~2015~~Fair Value Hierarchy

~~During~~FASB ~~the~~ASC ~~period~~820 ~~January~~requires ~~1, 2015 through September 30, 2015,~~ the ~~Company~~use ~~received advances in the amounts~~ of ~~$60,000~~observable inputs ~~from~~whenever aavailable ~~significant shareholder of the Company~~ and ~~$75,000~~establishes ~~from~~a anthree-tier ~~entity~~hierarchy ~~controlled~~for bymeasuring ~~its~~fair ~~former CEO to fund operations.~~value:

~~During~~● ~~the~~Level ~~period January~~ 1, ~~2015 through~~– ~~September~~Quoted ~~30,~~market ~~2015,~~prices ~~the~~(unadjusted) ~~Company~~for ~~repaid~~identical ~~$77,663~~assets toor ~~its~~liabilities ~~former~~in ~~CEO~~active ~~for related advances~~markets.

On● ~~April~~Level ~~29,~~2 ~~2015~~– ~~DX,~~Observable ~~LLC~~inputs ~~(“DX”), an~~other ~~entity~~than ~~controlled~~quoted byprices ~~Cecil O’Brate a principal and affiliated shareholder (owner of approximately 23% holder of the Company’s common stock) purchased the Company’s outstanding debt, accrued interest and fees~~ in ~~the~~active ~~recorded amount of $481~~markets,~~950~~ ~~from LANB.~~such ~~The~~as ~~note~~quoted isprices ~~currently~~for ~~due~~similar onassets ~~demand~~ and ~~bears~~liabilities ~~interest~~or atinputs ~~16.0%~~that ~~per~~are ~~annum~~directly ~~(default~~or ~~rate).~~indirectly ~~The Company is currently in default and has received a demand letter from DX~~observable. The Company is currently negotiating with the note holder. On September 8, 2015, DX was one of three alleged creditors which filed an Involuntary Bankruptcy in the U.S. Bankruptcy Court, Northern District of Texas, requesting relief from the Bankruptcy Court under Chapter 11 of the U.S. Bankruptcy Code. At September 30, 2015 the outstanding principal balance and accrued interest was $481,950 and $32,624, respectively.

~~2014~~● Level 3 – Unobservable inputs that require significant judgment, including management assumptions and estimates based on available market data.

~~During~~The classification of an asset or liability within the ~~period~~hierarchy ~~January~~is 1,based ~~2014~~on ~~through~~the lowest level of input that is significant to the fair value measurement. Level 3 valuations ~~September~~generally 30require more judgment and complexity, ~~2014~~often involving a combination of cost, ~~the~~market, ~~Company~~or ~~repaid~~income ~~$222~~approaches,~~500~~ toas ~~its~~well ~~former~~as assumptions ~~CEO~~about ~~from~~market ~~related~~conditions, ~~advances~~pricing, and other factors.

~~During the period January 1, 2014 through September 30, 2014, the Company repaid $190,000 to its CFO from related advances.~~F-11

~~During~~POSITRON ~~the period January 1, 2014 through September 30, 2014, the Company converted convertible notes to its former CEO in the amount of $1,300,000 to common stock.~~CORPORATION

~~During~~NOTES ~~the~~TO ~~period~~FINANCIAL ~~January 1, 2014 through September 30, 2014, the Company converted convertible notes to its CFO in the amount of $350,000 to common stock.~~STATEMENTS

~~During~~MARCH ~~the period January 1~~31, ~~2014~~2026 ~~through September~~AND ~~30, 2014, the Company paid consulting fees in the amount of $67,000 to the brother of the Company’s then CEO.~~2025

~~On June 25, 2014, the CEO converted 10,000,000 shares of Series H preferred stock to 694,444 shares of common stock~~ (~~post-split~~UNAUDITED).

OnFair ~~June~~Value ~~25,~~Determination ~~2014, the CFO converted 2,500,000 shares of Series H preferred stock to 173,611 shares of common stock (post-split).~~

12The Company assesses the fair value of its financial instruments and, where appropriate, may engage external valuation specialists to assist in determining fair value. While management believes that recorded fair values are reasonable, they may not necessarily reflect net realizable values or future fair values.

OnFinancial ~~September~~Instruments 5,Carried ~~2014, the Company’s former CEO and Chairman of the Board resigned in such capacities. He was subsequently retained as a consultant to the Company~~ at ~~the~~ ~~monthly fee of $12,500. Through September 30, 2014 he was paid $12,981 for such consulting services.~~Historical Cost

AsThe ofCompany’s ~~September~~financial 30instruments—including cash and cash equivalents, ~~2014~~accounts receivable, ~~$100~~accounts payable,~~000~~ ofand ~~convertible~~accrued expenses (including related party balances)—are ~~debt~~recorded at historical cost. As of March 31, 2026 and ~~$313~~December 31,~~000~~ 2025, respectively, the carrying amounts of ~~advances~~these ~~are~~instruments approximated ~~owed~~their tofair ~~the~~values ~~Company’s~~due ~~former~~to ~~CEO~~their short-term maturities.

AsCash ofand ~~September~~Cash ~~30,~~Equivalents ~~2014,~~and ~~$310,000~~ Concentration of ~~advances is~~Credit ~~owed to the Company’s CFO.~~Risk

~~14.~~For ~~Commitments~~purposes of the statements of cash flows, the Company considers all highly liquid investments with original maturities of three months or less from the date of purchase, including money market accounts and short-term certificates of deposit, to be cash equivalents.

~~Lease~~At ~~Agreements~~March 31, 2026, the Company did not hold any cash equivalents

On At ~~March~~December 3031, ~~2015~~2025, the Company’s ~~entered into~~cash anequivalents ~~agreement~~consisted toof ~~terminate an operating lease with~~ a ~~third~~money ~~party~~market ~~for space in Fishers, Indiana~~account. ~~The Company is required to pay termination fees of $25,865 to the lessor. At September 30, 2015 there were accrued termination fees of $6,639.~~

OnThe ~~April 19, 2010, the~~ Company ~~entered into~~is anexposed ~~operating~~to ~~lease~~credit ~~agreement~~risk ~~with~~on its acash ~~third party for warehousing~~ and ~~office~~cash ~~space~~equivalents in ~~Niagara,~~the ~~New~~event ~~York.~~of ~~The~~default ~~lease~~by ~~expires~~the ~~in May~~financial ~~2016,~~institutions ~~with~~to anthe ~~option~~extent toaccount ~~renew~~balances ~~for~~exceed anthe ~~additional~~amount insured ~~three~~by ~~years.~~the ~~Monthly~~FDIC, ~~rent~~which is $1250,~~600~~000.

OnAt ~~December~~March 531, ~~2011,~~2026 ~~MIT~~and ~~entered~~December ~~into~~31, an2025, ~~operating~~the ~~lease~~Company ~~with~~had acash ~~third~~in ~~party~~excess ~~for~~of ~~space~~the ~~for~~insured ~~warehousing~~FDIC atlimit aof ~~building~~$1,167,651 inand ~~Lubbock~~$2,272,502, ~~Texas~~respectively. ~~The~~From time to time the Company has ~~will~~amounts bethat ~~required~~exceed tothe ~~make payments~~FDIC ofinsured ~~$1,475~~amount ~~each~~but ~~month~~does ~~from~~not ~~month~~expect toany ~~month~~non-performance.

~~The~~Accounts ~~company has a month-to-month lease in Houston, Texas with a third party for space for warehousing and the company is required to make payments of $1,000 per month.~~Receivable

~~Litigation~~The Company accounts for accounts receivable in accordance with FASB ASC 326, “Financial Instruments – Credit Losses. Receivables are recorded at their net realizable value, which represents the amount management expects to collect from outstanding customer balances.

On June 8, 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 remaining rent due under the lease. On November 14, 2012, the owner was awarded a judgment against the Company in the amount 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.F-12

InPOSITRON May, 2013, the Company was served with a First Amended Complaint in action commenced against its former CEO and principal 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, reconeyed. 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 agreed to voluntary dismiss its claim against the Company, without prejudice, pending receipt of funds to pay its claims by the other formerly-related parties in the action. If the plaintiff is not paid the settlement amount, it may seek to recover any unpaid sums against the Company.CORPORATION

OnNOTES ~~October~~TO 8,FINANCIAL 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 in fraudulent activity to manipulate the Company’s 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 in the Company’s stock. The Commission's complaint alleges that the defendants violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rules 10b-5(a) and 10b-5(c). The Commission is seeking injunctions from future violations and civil money penalties against the Company. Without admitting or denying the allegations in the complaint, the Company has agreed paid $25,000 to the Commission and agreed not to violate Section 10(b) and Rule 10b-5(a) and (c) of the Exchange Act. The settlement agreement was approved by the Court and the settlement payment was paid to the Commission.STATEMENTS

OnMARCH ~~September 8~~31, ~~2015,~~2026 ~~Positron~~AND ~~Corporation (the “Company”) was served with a petition for Involuntary Bankruptcy in the U.S. Bankruptcy Court, Northern District of Texas by three parties alleging to be creditors of the Company,~~2025 including DX, LLC, an entity controlled by Cecil O’Brate a principal and affiliated shareholder (owner of approximately 23% holder of the Company’s common stock), requesting relief from the Bankruptcy Court under Chapter 11 of the U.S. Bankruptcy Code. The Company has filed a Motion to Dismiss or in the alternative to Transfer Venue to another Judicial District requesting the case be moved to the Northern District of Illinois. Concurrently, an Answer was filed alleging that the Involuntary Petition is defective because the petitioning creditors are not qualified or the claims being asserted against the Debtor are the subject of a bona fide dispute either as to amount or liability. There can be no assurance that the Company will be successful in either of these contested matters. There can be no assurance that the Company will be successful in averting bankruptcy or its outcome implementing its business plan and ultimately achieving operational profitability. The Company’s long-term viability as a going concern is dependent on its ability to 1) achieve adequate profitability and cash flows from operations to sustain its operations, 2) control costs and expand revenues from existing or new business 3) meet current commitments and fund the continuation of its business operation in the near future and 4) raise additional funds through debt and/or equity financings.

13(UNAUDITED)

15The Company extends credit to customers based on an evaluation of their financial condition and other factors. ~~Segment~~The ~~Disclosures~~Company does not require collateral, and interest is not accrued on overdue accounts receivable.

WeAllowance ~~have~~for ~~aggregated~~Expected ~~our~~Credit operations into two reportable segments based upon product lines, manufacturing processes, marketing and management of our businesses: medical equipment and radiopharmaceuticals. Our business segments operate in the nuclear medicine industry. The Company’s medical equipment segment is currently generating all revenues and the majority of all expenses as the radiopharmaceuticals segment is still in the development phase.Losses

WeThe ~~evaluate~~Company ahas ~~segment’s~~elected ~~performance~~the practical expedient ~~based~~in ~~primarily~~Accounting ~~upon~~Standards ~~operating~~Update ~~income~~(ASU) ~~before~~2025-05 ~~corporate~~for ~~expenses~~its current (short-term) accounts receivable. Under this practical expedient, the Company assumes that current economic conditions as of the balance sheet date will not change over the remaining life of these receivables when estimating expected credit losses.

~~Corporate~~Management ~~assets~~periodically ~~consist~~assesses ~~primarily~~the collectability of ~~cash but~~accounts ~~also~~receivable ~~include plant~~ and ~~equipment~~establishes ~~associated~~an ~~with~~allowance ~~our~~for ~~headquarters.~~expected ~~These~~credit ~~items~~losses ~~(and~~as ~~income and expenses related to these items) are not allocated to the segments~~needed. ~~Unallocated~~The ~~income/expenses~~allowance ~~include~~is ~~interest~~determined ~~income,~~based interest expense, debt extinguishment and refinancing costs and other (expense) income and certain expenses which are not considered related to either segment, but are instead considered general corporate expenses.on:

~~The~~● ~~following~~A ~~table~~review ~~represents~~of ~~sales,~~outstanding ~~operating loss and total assets attributable to these business segments for the periods indicated (in thousands):~~accounts,

	Three Months Ended						Nine Months Ended
	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Total Sales:
Medical equipment and service	$	304		$	391		$	978		$	1,202
Radiopharmaceuticals		-			5			-			5
Total sales	$	305		$	396		$	978		$	1,207
Operating loss:
Medical equipment and service	$	(65	)	$	(600	)	$	(550	)	$	(1,628	)
Radiopharmaceuticals		(105	)		(107	)		(374	)		(471	)
Unallocated		-			-			-			-
Total operating loss	$	(170	)	$	(707	)	$	(924	)	$	(2,099	)
Total Assets:
Medical equipment and service							$	1,179		$	2,172
Radiopharmaceuticals								341			448
Unallocated								-			-
Total Assets							$	1,520		$	2,620

●

Historical collection experience, and

~~16.~~● ~~Subsequent~~Current ~~Events~~economic conditions.

~~The~~Accounts ~~Company~~deemed ~~has~~uncollectible ~~evaluated~~are ~~all events that~~written ~~occurred~~off ~~after~~against the ~~balance~~allowance ~~sheet date through the date~~ when ~~the financial statement were issued to determine whether they must be reported. The Company’s management~~ determined ~~the following reportable event was required~~ to be ~~disclosed:~~uncollectible.

InAllowance ~~October~~for ~~2015,~~expected ~~the~~credit ~~Company~~losses ~~received advances~~was in$0 ~~the~~at ~~amount~~March ~~of $100~~31,~~000~~ ~~from~~2026 aand ~~non-affiliated~~December ~~shareholder~~31, of2025, ~~the Company to fund operations the terms of which have not yet been determined~~respectively.

14Inventory

~~ITEM~~Inventory 2consists -of ~~MANAGEMENT’S~~scanning ~~DISCUSSION~~equipment and ~~AND~~is ~~ANALYSIS~~stated OFat ~~FINANCIAL CONDITION~~the ~~AND~~lower ~~RESULTS~~of OFcost ~~OPERATIONS~~or net realizable value (“LCNRV”) using the first-in, first-out (“FIFO”) method.

~~The~~Management ~~Company~~assesses ~~is including~~ the ~~following~~recoverability ~~cautionary~~of ~~statement~~inventory ineach ~~this~~reporting ~~Quarterly~~period ~~Report~~and onrecords ~~Form 10~~write-Qdowns to ~~make~~net ~~applicable~~realizable ~~and~~value ~~utilize~~when the ~~safe~~carrying ~~harbor~~value ~~provision~~exceeds ofestimated ~~the Private~~proceeds ~~Securities~~from ~~Litigation Reform Act of 1995 regarding any forward-looking statements made by~~sale, orless oncosts ~~behalf~~to ~~of,~~complete ~~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~~sell. Certain statements contained herein are forward-looking statements and, accordingly, involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.

~~The~~Factors ~~Company’s~~considered ~~expectations, beliefs and projections are expressed~~ in ~~good~~this ~~faith~~assessment and are believed by the Company to have a reasonable basis, including without limitations, examination of historical operating trends, data contained in records and other data available from third parties, but there can be no assurance that the Company’s expectations, beliefs or projections will result, or be achieved, or be accomplishedinclude:

~~Overview~~● Market conditions;

~~Positron~~● ~~Corporation~~Net isrealizable avalue ~~nuclear~~based ~~medicine healthcare~~on ~~company~~estimated ~~specializing~~selling inprice ~~the~~and ~~business~~selling ofcosts; cardiac Positron Emission Tomography (PET). Cardiac PET is the superior method in diagnostic nuclear imaging for the detection of coronary artery disease (CAD), a leading cause of death in the United States.and

~~Positron’s~~● ~~products~~Inventory ~~and~~turnover ~~services enable healthcare providers to more accurately diagnose disease and improve patient outcomes, while practicing cost effective medicine~~trends. Positron is working on providing an economical, end-to-end solution for PET myocardial perfusion imaging through complementary product integration of PET imaging systems, radiopharmaceuticals, and radioisotopes.

~~Positron's~~No ~~goal~~write-downs iswere torecorded ~~gain~~during ~~a dominant market~~the ~~position~~three ~~with~~months ~~strong~~ended ~~earnings~~March ~~potential~~31, ~~ultimately becoming a sustained, long-term value creator for industry participants and our shareholders~~2026.

~~The Company~~F-13

~~Positron,~~POSITRON a pioneer in nuclear cardiology for over 30 years, is establishing a unique position in the cardiac PET marketplace by vertically integrating the fragmented and limited supply environment that exists today. Positron’s goal is to provide nuclear cardiologists an end-to-end solution by offering award-winning imaging technology, clinical services, imaging agents and innovative financing packages conveniently from a single source. Securing the cardiac PET supply chain will help to accelerate the adoption of this superior modality and growth of the nuclear cardiology industry.CORPORATION

AnNOTES ~~important~~TO ~~factor~~FINANCIAL for the growth of cardiac PET is the increase the supply of Strontium-82 (Sr-82), parent isotope of the most widely used cardiac imaging agent Rubidium-82 (Rb-82). Constrained manufacturing capacity of Rubidium-82 generators and limited Sr-82 supply are the primary reason for stagnant growth of cardiac PET despite demand potentially being at an all-time high. Industry demand and supply limitations have created significant opportunities in Positron’s pursuit to aggregate and integrate critical components in the cardiac PET imaging value chain.STATEMENTS

~~The~~MARCH ~~Company believes that vertical integration will help to secure and stabilize the supply chain~~31, ~~significantly~~2026 ~~reduce~~AND ~~costs and industry uncertainties, and accelerate the adoption and growth of the cardiac PET modality.~~2025

~~Positron~~(UNAUDITED) is focused on increasing Sr-82 supply through radioisotope processing and production. Positron has supply agreements and technology partnerships with global irradiators that produce Sr-82. Positron believes it is one of the few commercial resources in the U.S. with practical knowledge and experience of Sr-82 production and generator lifecycle management. Through multiple radioactive material sources, including potentially the Company’s own high-energy cyclotron dedicated to the production of Sr-82, Positron intends to introduce additional supply of Sr-82 into the marketplace, leading to an increase in the availability of Rb-82 generators and the need for PET systems. Positron seeks to secure both short and long-term supply of radioisotopes used in cardiac PET imaging. The Company intends to further supplement strontium resources by pursuing additional supply agreements with domestic and foreign irradiated source suppliers and by recycling expired generators.

~~Positron~~During ~~believes~~the ~~PET~~year isended December 31, 2025, the ~~future~~Company recorded an inventory write-down of ~~nuclear~~ ~~cardiology~~$576,862 ~~and~~(included ~~Positron’s~~in ~~ability~~cost of sales) to ~~offer~~reduce the ~~award-winning~~carrying ~~nuclear~~value ~~imaging~~of ~~technology~~its ~~and~~scanning equipment ~~clinical~~to ~~services~~net ~~supplemented by~~realizable value. Net realizable value was determined based on the ~~supply~~estimated ofselling ~~key~~price ~~radioisotopes~~under ~~positions~~an ~~Positron~~existing assales contract, less estimated costs to complete and sell the ~~industry’s~~equipment. ~~authority~~A customer deposit related to this contract is recorded in deferred revenue (see the ~~business~~revenue ofrecognition ~~cardiac~~discussion ~~PET~~below).

15During the three months ended March 31, 2026, the Company incurred $220,183 of additional equipment costs to ready the unit for sale and recorded a corresponding inventory write-down of $220,183, which is included in cost of goods sold.

~~Positron~~The ~~intends~~machine towill ~~maximize~~be ~~market~~delivered ~~share~~to the customer byupon ~~offering~~completion ~~cost-effective,~~of ~~value~~installment ~~added~~payments ~~solutions~~under toan ~~end-users~~executed ~~that~~sale ~~meet~~agreement and upon FDA approval; the ~~current~~corresponding ~~and~~consideration received ~~future~~to ~~nuclear~~date ~~cardiology~~has ~~market~~been ~~demands~~recorded as deferred revenue (see below).

~~PET~~At ~~vs.~~March ~~SPECT~~31, 2026 and December 31, 2025, inventory was as follows:

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

In myocardial perfusion imaging, PET has been proven to be superior in sensitivity and specificity when compared to SPECT, the more commonly utilized modality. Cardiac PET scans, with Rb-82 Chloride or Nitrogen-13 Ammonia (N-13), result in a lower patient radiation exposure and capable of performing superior quantitative measurements such as coronary flow reserve. Cardiac PET imaging has been shown to provide a 50% reduction in invasive coronary arteriography and coronary artery bypass grafting, leading to a 30% costs savings and improved clinical outcomes, when compared to SPECT (M.E. Merhige, M.D., et al. Journal Nuclear Medicine 2007; 48:1069-1076).

Classification	March 31, 2026			December 31, 2025
Finished systems	$	900,183		$	1,256,862
Less: writedown of inventory to net realizable value		(220,183	)		(576,862	)
Total Inventory	$	680,000		$	680,000

The cardiac PET equipment market is much smaller than SPECT, but has seen significant annual growth of 30% during the last decade. Based on Company estimates there were approximately 170 dedicated cardiac PET & PET/CT scanners performing nuclear cardiology within the U.S. in 2014, a tenfold increase since 2006.Deposits

~~Barriers~~Deposits represent amounts paid to a third-party manufacturer toward the purchase of a PET-CT system, the recoverability of which is contingent ~~entry~~upon successful equipment validation and U.S. Food and Drug Administration (FDA) clearance. Activity in deposits for the three months ended March 31, 2026 and the year ended December 31, 2025 was as follows:

~~For~~Schedule ~~many years, one~~ of the major constraints for adoption of this modality had been the high cost of PET and PET/CT scanners. Many practices and hospitals could not justify the cost of a new system for cardiac studies. In 2009, Positron received FDA clearance to market and distribute its dedicated PET system, which is optimized for nuclear cardiology. The Attrius is the only new, cost effective, dedicated PET system available on the market. Other system manufacturers (GE, Philips, Siemens) offer PET/CT cameras, which have a 200%-300% higher purchase price; PET/CT systems also possess attributes that may affect the accuracy of a perfusion study, leading to false positives.Deposits

Another more recent issue that has slowed the growth of nuclear cardiology is the shortage of the key drugs utilized in both SPECT (Mo-99/Tc-99m) and PET imaging (Sr-82/Rb-82).

Balance - December 31, 2024	$	375,000
No activity		-
Balance - December 31, 2025	$	375,000
No activity		-
Balance - March 31, 2026	$	375,000

~~The~~In ~~Sr-82~~2022, ~~isotope decays to produce~~ the ~~Rb-82~~ ~~tracer~~Company ~~utilized~~paid in$1,000,000 ~~cardiac~~for ~~PET~~equipment ~~studies.~~from ~~Rb-82~~its ismanufacturing ~~the~~partner, ~~most~~Neusoft ~~commonly~~Medical ~~used~~Systems, In ~~cardiac~~connection ~~PET~~with ~~tracer in~~ the ~~United~~same ~~States.~~transaction, ~~The~~the ~~FDA approved~~Company ~~Rb-82~~agreed into ~~1989~~pay ~~for~~a ~~use~~Non-Recurring inEngineering ~~the~~(NRE) ~~detection~~ Fee of ~~coronary~~$700,000 ~~artery~~to ~~disease and~~ the ~~Health~~manufacturer ~~Care Financing Administration approved reimbursement~~ for ~~Rb-82~~research, ~~PET MPI~~development, inand ~~1995~~technology astransfer aservices, ~~first~~payable ~~line~~as ~~test in symptomatic patients.~~follows:

~~The~~● explosive growth of cardiac PET imaging in 2001-2011 has driven a significant increase in the use of Sr-82/Rb-82 generators. The demand for Sr-82 is beginning to outpace supply. Due to the growing demand and limited supply$210,000 ~~the~~paid ~~industry suffered a Sr-82 shortage~~ in ~~January~~2022; 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. Though delivery of Bracco's generators to existing clients was restored in 2013, the supply is essentially flat due to a combination of limited generator manufacturing capabilities and limited availability of additional Sr-82.

~~Positron~~● is$490,000 ~~acutely~~paid ~~focused on additional supply of Sr-82. The U.S. Department of Energy had been the entity~~ in ~~the United States capable of producing this material~~2025. In August of 2012, Positron's whole-owned subsidiary, MIT, registered its DMF with the FDA. Since then Positron has validated irradiated targets from several major foreign irradiators and has been appointed an API grade strontium-82 supplier to Draximage, a manufacturer of Sr/Rb generators..

~~Positron continues to support the possibility of building a high~~F-energy cyclotron in the future, primarily dedicated to Sr-82 production. The U.S. cardiac PET market can support several high-energy cyclotrons. Positron's technological leadership in Sr-82 production and processing provides us with a significant advantage over other companies seeking to deliver Sr-82.14

~~Positron~~POSITRON anticipates the cardiac PET market to rebound within the next twelve (12) months, beginning with the addition of a new Sr-82 supply from non-company owned domestic and international sources, the introduction of a new compact N-13 producing cyclotron from Ionetix Corporation, and with accelerated expansion upon market entry of DraxImage’s generator, pending FDA approval.CORPORATION

16NOTES TO FINANCIAL STATEMENTS

~~Our~~MARCH ~~Market~~31, 2026 AND 2025

~~According~~(UNAUDITED) to the U.S. Department of Health and Human Services, there are more than 22,000 cardiovascular diseases specialists in the U.S., and their number will increase to 31,000 by 2020. This is the target market for our products and services, as well as hospitals in the United States that performs or could perform nuclear cardiac procedures and want to automate the delivery of radiopharmaceuticals. By adding complimentary products, we will be able to offer customers value added solutions which include low cost molecular imaging devices, maintenance service, disease specific software and, potentially, radiopharmaceuticals agents for Cardiac Nuclear Medicine.

~~Cardiac~~Because ~~Nuclear~~the ~~Medicine~~equipment ~~helps~~has innot ~~the~~received FDA ~~diagnosis~~clearance, ~~management~~ ~~and~~the ~~prevention~~$490,000 ofpaid ~~cardiovascular disease (CVD)~~ in ~~patients.~~2025 ~~Radiopharmaceuticals~~was ~~are~~charged ~~injected~~to ~~into~~general aand ~~patient~~administrative toexpense ~~provide~~ in the ~~most~~accompanying ~~accurate,~~statements ~~non-invasive~~of ~~test~~ operations for ~~identifying~~the ~~narrowed~~year ~~coronary~~ended ~~arteries,~~December ~~mild cholesterol build-up or diffuse coronary vascular disease~~31, ~~conditions that are responsible for almost all heart attacks~~2025.

~~Cardiovascular~~If ~~disease~~the isequipment ~~the~~fails ~~leading~~validation ~~cause~~or does ofnot ~~death~~receive inFDA clearance, the ~~United~~Company ~~States~~has ~~and~~the ~~constitutes~~contractual ~~17%~~right ofto ~~overall~~return ~~national~~the ~~health~~inventory ~~expenditures~~and ~~(Forecasting~~obtain ~~the~~a ~~Future~~refund of ~~Cardiovascular Disease in~~ the ~~United~~$1,000,000 purchase ~~States~~price, ~~American~~less ~~Heart~~applicable ~~Association,~~shipping ~~2011).~~and ~~Direct~~handling ~~CVD~~ costs. ~~are~~The ~~projected~~manufacturer tohas ~~increase~~also ~~from~~agreed ~~$273 Billion, in 2010,~~ to ~~$818~~provide ~~Billion,~~a inone-year ~~2030;~~warranty ~~with~~on the ~~indirect~~equipment ~~costs,~~and ~~due~~related ~~to lost productivity~~software, ~~expected~~commencing toupon ~~rise~~closing ~~from~~of ~~$172~~the ~~Billion~~equipment ~~to $276 Billion by 2030~~purchase.

~~Market Potential~~Concentrations

~~Although~~The ~~the~~Company ~~cardiac~~evaluates ~~PET~~and ~~industry~~discloses ~~since~~significant ~~2011~~concentrations ~~has~~of ~~experienced~~risk ~~its~~in ~~most~~accordance ~~challenging~~with ~~years~~FASB ~~ever~~ASC 275-10, it“Risks ~~enabled the Company to aggressively pursue its strategy of aggregating~~ and ~~integrating the key components critical in securing the cardiac imaging supply chain~~Uncertainties”. ~~Positron~~These isrisks ~~dedicated~~may ~~to lowering the~~arise ~~barriers~~from ~~that~~customer ~~have~~concentrations, ~~been~~vendor ~~constricting~~reliance, orgeographic ~~could later constrict~~dependence, ~~the~~or ~~progress~~other ofeconomic ~~medical~~factors ~~advancements~~that incould ~~cardiac~~materially ~~PET.~~impact ~~Through our~~the ~~efforts~~Company’s tofinancial ~~supplement~~position, ~~the~~results ~~supply~~ of ~~key~~operations, ~~radioisotopes~~ and ~~our~~cash ~~ability to offer innovative products and services, management is attempting to position Positron to become the industry’s only end-to-end solutions provider~~flows.

WeA ~~believe~~concentration ~~that~~exists ~~Positron~~when ~~may~~a ~~potentially be able to vertically integrate the fragmented “~~single ~~source~~ customer, supplier, ~~environment”~~or ~~that exists in the cardiac PET~~ market ~~today~~accounts ~~and~~for ~~that~~a ~~these~~significant ~~initiatives~~portion ~~are~~(typically ~~intended~~greater tothan ~~drive~~10%) of the Company’s ~~towards~~total ~~consistent~~revenues, ~~profitability~~accounts receivable, ~~and~~or ~~cash~~vendor ~~flow.~~purchases

~~Results~~For ofthe three months ended March 31, 2026 ~~Operations~~and 2025, respectively, the Company has no such concentrations.

~~Comparison of~~Property ~~the Results of Operations for the Three Months ended September 30, 2015~~ and ~~2014~~Equipment

~~The~~Property ~~Company~~and ~~experienced~~equipment aare ~~$255~~recorded at cost,~~000~~ net ~~loss~~ ~~for~~of ~~the~~accumulated ~~three months ended September 30~~depreciation, ~~2015~~in ~~compared~~accordance towith aFASB ~~net~~ASC ~~loss~~360, of“Property, $1Plant,~~436,000~~ ~~for~~and ~~the~~Equipment.” ~~three months ended September 30,~~Depreciation ~~2014. The~~is ~~decrease~~calculated inusing the ~~loss~~straight-line ~~for~~method over the ~~current~~estimated ~~three~~useful ~~month~~lives ~~period~~of ~~as compared to~~ the ~~same period last year is attributed primarily to a decrease in expenses~~assets.

~~Revenues~~Repairs –and ~~Service revenues~~maintenance ~~for~~expenditures ~~the~~that do ~~three~~not ~~months~~materially ~~ended~~extend ~~September 30, 2015 were $304,000 as compared to $396,000 for~~ the ~~three~~useful ~~months~~life ~~ended September 30, 2014. Sales~~ of ~~PET~~an ~~systems~~asset ~~during~~are ~~2015~~expensed ~~and~~as ~~2014~~incurred. ~~have~~Significant ~~been~~improvements ~~negatively~~or ~~impacted~~upgrades bythat ~~shortage of Sr-82/Rb-82 generators supplied~~increase tothe ~~cardiac~~asset’s ~~imaging~~productivity, ~~facilities~~efficiency, byor ~~Bracco~~useful ~~Diagnostics~~life ~~due~~are ~~to domestic and foreign particle accelerator maintenance and limited production capacity of the isotope Sr-82~~capitalized.

~~Gross~~Upon ~~Margin -~~disposal ~~Gross margin~~or ~~for~~sale of property and equipment, the ~~three~~cost ~~months~~and ~~ended~~related ~~September~~accumulated ~~30,~~depreciation ~~2015~~are ~~and~~removed ~~2014~~from ~~was~~the ~~$107~~accounts,~~000~~ and ~~$4,000,~~any ~~respectively.~~resulting ~~This~~gain ~~was~~or ~~due~~loss tois arecognized ~~decrease~~ in ~~personnel during~~ the statement ~~three~~of ~~months ended September 30, 2015~~operations.

~~Operating Expenses~~ F- Operating expenses for the three months ended September 30, 2015 were $277,000 compared to $711,000 for the three months ended September 30, 2014. The Company reduced over-all personnel through a consolidation of job descriptions.15

~~The~~POSITRON Company recorded $2,000 in research and development costs during the three months ended September 30, 2015, compared to $126,000 for the three months ended September 30, 2014. Research and development costs for the nine months ended September 30, 2015 included mostly payroll, contract labor and consulting fees for Attrius® and related to the radiopharmaceutical facility to prepare it for regulatory approvals and production. The Company intends to continue to support research and development radiopharmaceutical products. Costs were lower due to a reduction in staff and consolidation of job descriptions.CORPORATION

~~Sales~~NOTES ~~and~~TO ~~marketing~~FINANCIAL expense for the three months ended September 30, 2015 and 2014 were $20,000 and $56,000, respectively and were lower in 2015 due to the Company’s efforts to limit expenditures. Sales and marketing expenses for the three months ended September 30, 2015 and 2014 are mostly comprised of salaries and consulting fees.STATEMENTS

~~General~~MARCH ~~and administrative expenses during the three months ended September 30~~31, ~~2015~~2026 ~~were~~AND ~~$255,000 as compared to $529,000 for the three months ended September 30, 2014. The Company reduced overall personnel through a consolidation of job descriptions.~~2025

17(UNAUDITED)

~~Other~~The ~~Income~~Company ~~(Expenses)~~evaluates ~~- Interest~~the ~~expense~~carrying ~~was~~value of ~~$141,000~~property ~~for~~and ~~the~~equipment ~~three~~whenever ~~months~~events ~~ended~~or ~~September~~changes ~~30,~~in ~~2015~~circumstances ~~and~~indicate ~~includes~~that ~~$115,000 for~~ the ~~accretion~~asset ofmay ~~the~~be ~~convertible debentures~~impaired. ~~discount~~If ~~and~~impairment ~~$26~~indicators exist,~~000~~ ~~for~~the ~~interest~~Company ~~payable~~assesses recoverability based on the ~~debt.~~undiscounted ~~Interest~~future ~~expense~~cash ~~was~~flows ~~$679,000~~expected ~~for~~from the ~~three~~use ~~months~~and ~~ended~~disposition ~~September~~of ~~30,~~the ~~2014~~asset. ~~and~~If ~~includes $663,000 for~~ the ~~accretion~~carrying ofamount exceeds the ~~convertible~~estimated ~~debentures~~recoverable ~~discount and $16~~amount,~~000~~ ~~for~~an ~~interest~~impairment ~~payable~~loss onis ~~the debt~~recognized.

~~During~~Financial ~~the~~Instruments ~~three~~with ~~months ended September~~Characteristics ~~30, 2015 and 2014, the Company also recorded derivate gain/(loss)~~ of ~~$56,000~~Both Liabilities and ~~($54,000), respectively, in connection with the embedded conversion derivative liabilities related to convertible debt.~~Equity

~~During~~The ~~the~~Company ~~three~~evaluates ~~months~~equity or ~~ended~~liability ~~September 30~~classification for freestanding financial instruments, ~~2014~~including convertible preferred stock, warrants, and options, pursuant to the guidance under FASB ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company ~~recorded~~classifies ~~other~~as ~~income~~liabilities ofall ~~$726~~freestanding financial instruments that are (i) mandatorily redeemable,~~000.~~ ~~This~~(ii) isrepresent an ~~attributed~~obligation to repurchase the ~~recognition~~Company’s ofequity ~~certain~~shares ~~customer~~by ~~deposits~~transferring inassets, or (iii) represent an unconditional obligation (or conditional obligation if the ~~amount~~financial instrument is not an outstanding share) to issue a variable number of shares predominantly based ~~$658~~on a fixed monetary amount,~~000,~~ ~~and~~variations in something other than the ~~extinguishment~~fair value of ~~certain~~the ~~royalties~~Company’s equity shares, or variations inversely related to changes in ~~the~~fair ~~amount~~value of ~~$64,000~~the Company’s equity shares.

~~Net~~If ~~Loss~~a –freestanding ~~For the~~financial ~~three~~instrument ~~months~~does not represent ~~ended~~an ~~September~~outstanding ~~30,~~equity ~~2015,~~share ~~the~~and ~~Company~~does not meet ~~had~~liability aclassification ~~net~~under ASC 480, the Company ~~loss~~then ofassesses ~~$255,000,~~whether orthe ~~$0.02~~freestanding ~~per~~financial ~~share,~~instrument ~~compared~~is indexed to aits ~~net~~own ~~loss~~stock ofand ~~$1,436,000,~~meets equity classification orpursuant ~~$0.13~~to ~~per~~FASB ~~share~~ASC 815-40, “Contracts ~~for~~in ~~the~~Entity’s ~~three~~Own ~~months ended September 30, 2014~~Equity” (“ASC 815”).

~~Comparison~~The ofCompany further assesses whether the ~~Results~~freestanding offinancial ~~Operations~~instruments should be classified as temporary equity. Freestanding financial instruments that are redeemable for cash or other assets at a fixed or determinable date, at the ~~Nine~~option ~~Months~~of ~~ended~~the ~~September~~holder, 30or upon the occurrence of an event are classified in temporary equity in accordance with FASB ASC 480. Otherwise, ~~2015~~the ~~and~~freestanding ~~2014~~financial instruments are classified in permanent equity.

~~The~~Conversion ~~Company~~and ~~experienced a net loss of $1,184,000~~Extinguishment ~~for the nine months ended September 30, 2015 compared to a net loss~~ of ~~$2,498,000~~Derivative for the nine months ended September 30, 2014. The decrease in the loss in the current nine month period as compared to the same period last year is attributed primarily to the reduction of salaries and other expenses during 2015 off set by recognition of certain customer deposits in other income during 2014.Liabilities

~~Revenues~~When –a ~~Service revenues~~debt ~~for~~instrument ~~the~~with an ~~nine~~embedded ~~months~~conversion ~~ended~~option ~~September 30~~(e.g., ~~2015~~convertible ~~were~~debt ~~$978,000~~or aswarrants) ~~compared~~is toconverted ~~$1,207,000~~into ~~for~~shares ~~the~~of ~~nine~~common ~~months~~stock ~~ended~~or ~~September 30~~repaid, 2014. Sales of PET systems during 2015 and 2014 have been negatively impacted by shortage of Sr-82/Rb-82 generators supplied to cardiac imaging facilities by Bracco Diagnostics due to domestic and foreign particle accelerator maintenance and limited production capacity of the ~~isotope Sr-82.~~Company:

~~Gross~~● ~~Margin -~~Records ~~Gross margin for~~ the ~~nine~~newly ~~months~~issued ~~ended~~shares ~~September~~at ~~30,~~fair 2015 and 2014 was $381,000 and $77,000, respectively. Costs were higher during the nine months ended September 30, 2014 due to an increase in consulting service expenses. The 2015 period also has a reduction in personnel costs.value;

~~Operating~~● ~~Expenses~~Derecognizes -all ~~Operating expenses~~related ~~for the nine months ended September 30~~debt, ~~2015~~derivative ~~were $1~~liabilities,~~305,000~~ ~~compared~~and tounamortized ~~$2,176,000~~debt ~~for~~discounts; ~~the nine months ended September 30, 2014.~~and

~~The~~● ~~Company~~Recognizes ~~recorded~~a ~~$127,000~~gain inor ~~research~~loss ~~and~~on ~~development~~debt ~~costs during the nine months ended September 30~~extinguishment, ~~2015,~~if ~~compared to $348,000 for the nine months ended September 30, 2014~~applicable. Research and development costs for the nine months ended September 30, 2015 included mostly payroll, contract labor and consulting fees for Attrius® software and related to the radiopharmaceutical facility to prepare it for regulatory approvals and production. The Company intends to continue to support research and development radiopharmaceutical products and automated devices. Costs were lower due to a reduction in staff and consolidation of job descriptions.

~~Sales~~For ~~and~~equity-based ~~marketing expenses for the nine~~derivative ~~months~~liabilities ~~ended September 30~~(e.g., ~~2015~~warrants) ~~and~~that ~~2014~~are ~~were $86~~extinguished,~~000~~ ~~and~~any ~~$144,000,~~remaining ~~respectively~~liability ~~and~~balance ~~were~~is ~~lower~~reclassified ~~in 2015 due~~ to ~~the~~additional ~~Company’s efforts~~paid-in ~~to limit expenditures~~capital. ~~Sales and marketing expenses for the nine months ended September 30, 2015 and 2014 are mostly comprised of salaries and consulting fees.~~

General and administrative expenses during the nine months ended September 30, 2015 were $1,092,000 as compared to $1,684,000 for the nine months ended September 30, 2014. During the nine months ended September 30, 2015, the Company reduced overall personnel through a consolidation of job descriptions.F-16

~~Other~~POSITRON Income (Expenses) - Interest expense was $419,000 for the nine months ended September 30, 2015 and includes the $345,000 for the accretion of the convertible debentures discount and $74,000 for interest payable on the debt. Interest expense was $1,809,000 for the nine months ended September 30, 2014 and includes $1,761,000 for the accretion of the convertible debentures discount and $49,000 for interest payable on the debt.CORPORATION

~~During~~NOTES ~~the~~TO ~~nine~~FINANCIAL months ended September 30, 2015 and 2014, the Company also recorded derivative gains of $111,000 and $684,000, respectively, in connection with the embedded conversion derivative liabilities related to convertible debt.STATEMENTS

18MARCH 31, 2026 AND 2025

~~During~~(UNAUDITED) the nine months ended September 30, 2014, the Company also recorded other income of $726,000. This is attributed to the recognition of certain customer deposits in the amount of $658,000, and the extinguishment of certain royalties in the amount of $64,000.

~~Net~~Original ~~Loss~~Issue –Discounts ~~For~~and ~~the nine~~Other ~~months ended September 30, 2015, the Company had a net loss of approximately $1,184,000, or $0.08 per share, compared to a~~Debt ~~net~~Discounts ~~loss of $2,498,000, or $0.32 per share, for the nine months ended September 30, 2014.~~

~~Liquidity~~The Company accounts for original issue discounts (OID) and ~~Capital~~other ~~Resources~~debt discounts in accordance with FASB ASC 835-30, “Interest—Imputation of Interest”. These discounts are recorded as a reduction of the carrying amount of the related debt and are amortized to interest expense over the term of the debt using the effective interest method, unless the straight-line method is materially similar.

AtOriginal ~~September~~Issue ~~30,~~Discounts 2015, the Company had current assets of $514,000 and current liabilities of $3,103,000 compared to December 31, 2014 when the Company had current assets of $730,000 and current liabilities of $2,697,000. Total assets at September 30, 2015 were $1,520,000 compared to $1,869,000 at December 31, 2014. Total liabilities were $3,103,000 and $2,706,000 at September 30, 2015 and December 31, 2014, respectively.(OID)

~~Cash~~For ~~and~~certain ~~cash~~notes ~~equivalents~~issued, atthe ~~September~~Company may ~~30,~~provide ~~2015~~the ~~were~~debt ~~$28,000~~holder ~~compared~~with toan ~~$208,000~~original atissue ~~December~~discount 31(OID), ~~2014.~~which ~~Accounts~~is ~~receivable~~recorded ~~were~~as ~~$147~~a debt discount,~~000~~ atreducing ~~September~~the ~~30,~~face ~~2015~~value ~~compared~~of the note. The discount is amortized to ~~$175,000~~interest atexpense ~~December~~over ~~31,~~the ~~2014~~term of the debt in the Statements of Operations.

~~Current~~Stock ~~liabilities include accounts payable~~ and ~~accrued~~Other ~~expenses~~Equity ofIssued ~~$944,000~~with ~~at September 30, 2015.~~Debt

~~Net~~The ~~cash~~Company ~~used~~may inissue ~~operating~~common ~~activities~~stock ~~was~~or other ~~$545~~equity instruments in connection with debt issuance. When stock is issued,~~000~~ it is recorded at relative fair value and $1treated as a debt discount,~~883,000~~ ~~for~~reducing the ~~nine~~carrying ~~months~~amount ~~ended~~of ~~September~~the ~~30,~~note. ~~2015~~These ~~and~~discounts ~~2014,~~are ~~respectively~~amortized to interest expense over the life of the debt.

~~Net~~The ~~cash~~combined ~~provided~~debt bydiscounts, ~~investing activities~~including ~~was~~OID ~~$45,000~~and ~~for~~stock-related ~~the nine months ended September 30~~discounts, ~~2015,~~cannot ~~and~~exceed ~~net~~the ~~cash~~face ~~used~~amount byof ~~investing activities was $8,000 for~~ the ~~nine months ended September 30, 2014~~debt.

~~Net~~Debt ~~cash~~Issuance ~~provided by financing activities was $320,000 and $951,000 for the nine months ended September 30, 2015 and 2014, respectively.~~Costs

~~The~~Debt ~~Company's~~issuance ~~ability~~costs, toincluding ~~achieve~~fees ~~its objectives~~paid isto ~~dependent~~lenders onor ~~its~~third ~~ability~~parties, toare ~~sustain~~capitalized ~~and~~as ~~enhance~~a ~~its~~debt ~~revenue~~discount ~~stream~~ and toamortized ~~continue~~ to ~~raise~~interest ~~funds~~expense ~~through~~over ~~loans, credit and~~ the ~~private~~life ~~placement~~ of ~~restricted securities until such time as~~ the ~~Company achieves profitability~~debt. ~~To date, management has been~~These ~~successful~~costs inare ~~raising~~presented ~~cash~~as ona andirect ~~as-needed~~deduction ~~basis~~from ~~for~~ the ~~continued~~carrying ~~operations~~amount of the ~~Company.~~debt ~~There~~liability israther nothan ~~guarantee~~as ~~that~~a ~~management will~~separate ~~be able to continue to raise needed cash in this fashion~~asset.

OnWarranties September 8, 2015, the Company was served with a petition for Involuntary Bankruptcy in the U.S. Bankruptcy Court, Northern District of Texas by three parties alleging to be creditors of the Company, requesting relief from the Bankruptcy Court under Chapter 11 of the U.S. Bankruptcy Code. The Company has filed a Motion to Dismiss or in the alternative to Transfer Venue to another Judicial District requesting the case be moved to the Northern District of Illinois. Concurrently, an Answer was filed alleging that the Involuntary Petition is defective because the petitioning creditors are not qualified or the claims being asserted against the Debtor are the subject of a bona fide dispute either as to amount or liability. There can be no assurance that the Company will be successful in either of these contested matters. If the petition is allowed to proceed it will hinder the Company’s ability to operate, borrow funds and ~~raise~~Maintenance ~~capital.~~Contracts

~~The~~Product report of the Company’s independent public accountants, which accompanied the financial statements for the year ended December 31, 2014, was qualified with respect to the ability of the Company to continue as a going concern. If the Company is unable to obtain debt or equity financing to meet its ongoing cash needs, it may have to limit or disregard portions of its business plansWarranties

The Company ~~has~~provides noan ~~material commitments~~assurance-type warranty on its products covering defects in design, materials, and workmanship for ~~capital~~a ~~expenditures~~period of one year from customer acceptance. Assurance-type warranties do not represent a separate performance obligation under ASC 606; rather, the estimated cost of fulfilling the warranty obligation is accrued at ~~this~~the time of product delivery in accordance with ASC 460-10-25-5 and ASC 450-20-25, when the obligation is probable and reasonably estimable.

~~Off~~F-~~Balance sheet Arrangements~~17

~~The~~POSITRON ~~Company has no “off balance sheet” source of liquidity arrangements.~~CORPORATION

~~ITEM~~NOTES 3TO –FINANCIAL ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~STATEMENTS

WeMARCH ~~are~~31, a2026 ~~smaller~~AND ~~reporting company as defined by 17 C.F.R. 229(10(f)(i) and are not required to provide information under this item.~~2025

19(UNAUDITED)

~~ITEM~~The 4warranty –provision ~~CONTROLS~~is ~~AND~~based ~~PROCEDURES~~on historical trends in defect nature, frequency, and average cost of claims for each product line. These estimates are reassessed each reporting period using the best available information, and adjustments are made as necessary.

~~Evaluation~~Historically, ofthe ~~Disclosure~~Company ~~Controls~~has incurred insignificant warranty-related costs. At March 31, 2026 and December 31, 2025, no warranty liability was recorded, as the estimated ~~Procedures~~obligation was deemed immaterial.

~~Based~~Certain ~~upon~~components anused ~~evaluation~~in of the ~~effectiveness~~Company’s ofproducts ~~disclosure~~are ~~controls and procedures, our Chief Financial Officer ("CFO") has concluded that as of the end of the period~~ covered byunder ~~this Quarterly Report on Form 10~~supplier-Qprovided ~~our~~limited disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recordedwarranties, ~~processed,~~which ~~summarized~~include ~~and~~replacement ~~reported within the time periods specified by the rules~~ and ~~forms~~service ofcoverage ~~the~~for ~~SEC and~~parts. ~~is accumulated and communicated to management, including the CFO, as appropriate to allow timely decisions regarding required~~The ~~disclosure.~~Company Asdoes ~~reported~~not inhave ~~our~~direct ~~Annual~~responsibility ~~Report on Form 10-K~~ for ~~the~~these ~~year~~supplier ~~ended December 31, 2014, the Company’s financial officer has determined that there is a material weakness in our disclosure controls and procedures~~warranties.

~~Notwithstanding~~As ~~the~~of ~~foregoing~~March 31, we2026 ~~have identified~~and December 31, 2025, the ~~following~~Company ~~material~~is ~~weaknesses~~not inaware ~~our~~of ~~disclosure~~any ~~procedures:~~ pending or asserted claims related to product warranty obligations.

~~Audit~~Maintenance ~~Committee and Financial Expert - The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.~~ Contracts

~~Disclosures~~The ofCompany ~~Related~~separately ~~Party~~offers ~~Transactions~~post-delivery –maintenance ~~The~~contracts to customers. Maintenance contracts are distinct from the Company’s ~~restated~~assurance-type ~~its~~product ~~financial~~warranty ~~statements~~and ~~for~~represent separate ~~each~~performance ofobligations ~~the~~under ~~first~~ASC ~~three~~606. ~~quarters~~Revenue ofattributable ~~2014~~to ~~following~~maintenance ~~review~~contracts ofis ~~the~~deferred ~~Company’s~~at contract inception and recognized ratably over the maintenance period as the related ~~party~~services ~~disclosures~~are ~~during~~performed. ~~such~~At ~~periods~~March 31, 2026 and December 31, 2025, no maintenance contract revenue was deferred.

~~The~~Treasury Company has enhanced its process for classifying and categorizing transactions by examining all transactions on a monthly basis and communicating such transaction classifications to the Company’s accountants who prepare the quarterly schedules.Stock

~~Changes~~The Company accounts for treasury stock transactions under the cost method in ~~Internal~~accordance ~~Control~~with ~~over~~FASB ~~Financial~~ASC 505-30, “Treasury Stock”. Under this method, ~~Reporting~~when the Company repurchases its own shares, the full acquisition cost is recorded as a reduction to stockholders’ equity under the treasury stock account. These shares remain issued but are not considered outstanding and do not participate in dividends or earnings per share calculations.

~~There~~As ~~have~~of ~~not~~March ~~been~~31, ~~any~~2026 ~~changes~~and inDecember ~~the Company's internal control over financial reporting during the quarter ended September 30~~31, ~~2015 that have materially affected~~2025, orrespectively, ~~are~~the ~~reasonably~~Company ~~likely~~had to750 ~~materially~~shares ~~affect,~~of ~~the~~treasury ~~Company's~~stock ~~internal~~recorded ~~control~~at ~~over~~an ~~financial~~aggregate ~~reporting~~cost of $375.

~~PART~~Right IIof ~~OTHER~~Use ~~INFORMATION~~Assets and Lease Obligations

~~ITEM~~The 1Company –accounts ~~LEGAL~~for ~~PROCEEDINGS~~right-of-use (ROU) assets and lease liabilities in accordance with FASB ASC 842, “Leases”. These amounts reflect the present value of the Company’s estimated future minimum lease payments over the lease term, including any reasonably certain renewal options, discounted using a collateralized incremental borrowing rate.

In May, 2013, the Company was served with a First Amended Complaint in action commenced against its former CEO and principal 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, reconeyed. 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 agreed to voluntary dismiss its claim against the Company, without prejudice, pending receipt of funds to pay its claims by the other formerlyF-~~related parties in the action. If the plaintiff is not paid the settlement amount, it may seek to recover any unpaid sums against the Company.~~18

OnPOSITRON 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 in fraudulent activity to manipulate the Company’s 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 in the Company’s stock. The Commission's complaint alleges that the defendants violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rules 10b-5(a) and 10b-5(c). The Commission is seeking injunctions from future violations and civil money penalties against the Company. Without admitting or denying the allegations in the complaint, the Company has agreed paid $25,000 to the Commission and agreed not to violate Section 10(b) and Rule 10b-5(a) and (c) of the Exchange Act. The settlement agreement was approved by the Court and the settlement payment was paid to the Commission.CORPORATION

OnNOTES ~~September~~TO 8,FINANCIAL ~~2015, Company was served with a petition for Involuntary Bankruptcy in the U.S. Bankruptcy Court, Northern District of Texas by three parties alleging to be creditors of the Company,~~STATEMENTS including DX, LLC, an entity controlled by Cecil O’Brate a principal and affiliated shareholder (owner of approximately 23% holder of the Company’s common stock), requesting relief from the Bankruptcy Court under Chapter 11 of the U.S. Bankruptcy Code. The Company has filed a Motion to Dismiss or in the alternative to Transfer Venue to another Judicial District requesting the case be moved to the Northern District of Illinois. Concurrently, an Answer was filed alleging that the Involuntary Petition is defective because the petitioning creditors are not qualified or the claims being asserted against the Debtor are the subject of a bona fide dispute either as to amount or liability. There can be no assurance that the Company will be successful in either of these contested matters.

~~From~~MARCH ~~time to time~~31, we2026 ~~are~~AND 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.2025

~~ITEM~~(UNAUDITED) ~~2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

~~None~~The Company classifies its leases as either operating or finance leases. The Company’s leases primarily consist of operating leases, which are included as Right-of-Use Assets and Operating Lease Liabilities on the balance sheet.

~~ITEM~~Short-Term ~~3 – DEFAULTS UPON SENIOR SECURITIES~~Leases

~~None~~The Company has elected the short-term lease exemption, whereby leases with a term of 12 months or less are not recorded on the balance sheet. Instead, lease payments are expensed on a straight-line basis over the lease term.

~~ITEM~~Lease 4Term –and ~~MINE~~Renewal ~~SAFETY DISCLOSURES~~Options

~~Not~~In ~~applicable~~determining the lease term, the Company evaluates whether renewal options are reasonably certain to be exercised. Factors considered include:

20● The useful life of leasehold improvements relative to the lease term,

~~ITEM~~● 5The –economic ~~OTHER~~performance ~~INFORMATION~~of the business at the leased location,

~~None.~~● The comparative cost of renewal rates versus market rates, and

~~ITEM~~● 6The –presence ~~EXHIBITS~~of any significant economic penalties for non-renewal.

Exhibit No.		Description
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer
32.1		Section 1350 Certification of Chief Executive Officer
32.2		Section 1350 Certification of Chief Financial Officer
101.INS		XBRL Instance Document
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

If a renewal option is deemed reasonably certain to be exercised, the ROU asset and lease liability reflect those additional future lease payments. The Company’s operating leases contain renewal options with no residual value guarantees. Currently, management does not expect to exercise any renewal options, which are therefore excluded in the measurement of lease obligations.

~~SIGNATURES~~Discount Rate and Lease Liability Measurement

~~Pursuant~~Since tothe implicit rate in the ~~requirements~~leases is ofnot readily determinable, the ~~Securities~~Company ~~Exchange~~applies ~~Act~~an ofincremental ~~1934,~~borrowing rate that represents the ~~Registrant~~rate ~~caused~~it ~~this~~would ~~report~~incur to beborrow ~~signed~~ on a ~~its~~collateralized ~~behalf~~basis byover ~~the~~a ~~undersigned,~~similar ~~thereunto duly~~term ~~authorized~~and currency environment.

POSITRON CORPORATION
Date: November 23, 2015	/s/ Joseph G. Oliverio
	Joseph G. Oliverio
	President, Chairman of the Board
	(principal executive officer)
Date: November 23, 2015	/s/ Corey Conn
	Corey N. Conn
	Chief Financial Officer
	(principal accounting officer)

Lease Impairment

21The Company evaluates ROU assets for impairment indicators whenever events or changes in circumstances suggest the carrying amount may not be recoverable.

See Note 6 for further discussion on lease cancellation during the year December 31, 2025.

F-19

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when or as control of promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company applies the following five-step model:

(i) identify the contract with a customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations in the contract; and

(v) recognize revenue when, or as, performance obligations are satisfied.

Nature of Services and Performance Obligations

The Company generates revenue primarily from clinical, technical, and maintenance service contracts that provide customers with ongoing product support and from sales of equipment. These contracts are generally one-year agreements that automatically renew for successive one-year periods unless terminated by either party with at least 90 days’ notice. The Company considers only the noncancelable initial term and any renewal periods for which the customer has a material right when determining the contract term and performance obligations.

Each maintenance contract represents a single distinct performance obligation. The various service elements - including priority response, 24/7 clinical and technical support, parts and labor, preventative maintenance, software upgrades, uptime guarantees, remote diagnostic capabilities, daily quality assurance inspections, and applications training - are highly integrated and interdependent. They are not separately identifiable from one another and are accounted for as a single stand-ready performance obligation that is satisfied continuously over the contract term.

F-20

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Significant Judgments

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

(i) the Company concluded that all services under each maintenance contract constitute a single performance obligation because they are highly interrelated and provide a combined integrated service to the customer;

(ii) for maintenance contracts, the Company uses a time-based, straight-line output method to measure progress, which it has determined faithfully depicts the Company’s performance as the customer simultaneously receives and consumes the benefits of the services; and

(iii) for equipment sales, the Company applies judgment in assessing when control transfers to the customer.

No changes to these judgments have occurred during the periods presented.

Transaction Price and Allocation

The transaction price is the fixed fee stated in each contract. The Company does not offer refunds, rebates, discounts, or variable pricing incentives. Maintenance contract fees are typically billed monthly in advance with payment due within 30 days. As permitted by the practical expedient in ASC 606-10-32-18, the Company does not adjust the transaction price for the effects of a significant financing component when the period between transfer of control of the good or service and customer payment is one year or less. Because each contract contains a single performance obligation, the entire transaction price is allocated to that obligation.

Revenue Recognition – Timing

The Company recognizes revenue either over time or at a point in time depending on the nature of the performance obligation.

Maintenance contract revenue is recognized over time as the customer simultaneously receives and consumes the benefits of the services as they are provided. Revenue is recognized ratably on a straight-line basis over the contract term. Amounts received in advance of services being provided are recorded as deferred revenue and recognized as revenue as the related performance obligations are satisfied.

F-21

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Equipment sale revenue is recognized at a point in time when control of the equipment transfers to the customer, which occurs upon physical delivery and acceptance of the equipment and where collection is probable. In three months ended March 31, 2026 and 2025, no equipment sale revenue had been recognized, as the conditions for transfer of control had not yet been met.

Principal vs. Agent Considerations

The Company has determined that it acts as a principal in all revenue transactions. The Company controls the services prior to transfer to the customer, is responsible for fulfilling all contractual obligations including uptime guarantees, bears the risk of performance, and has discretion in establishing contract pricing. Accordingly, revenue is recognized on a gross basis.

Contract Balances and Remaining Performance Obligations

The Company’s contract liabilities consist of deferred revenue related to maintenance contracts billed in advance and customer deposits on pending equipment sales. These amounts are presented as deferred revenue on the accompanying balance sheets. There were no contract assets as of March 31, 2026 or December 31, 2025.

The Company has elected the practical expedient under ASC 606-10-50-14 not to disclose the aggregate amount of the transaction price allocated to remaining performance obligations for contracts with an original expected duration of one year or less.

Disaggregation of Revenue

The following table presents the Company’s revenues disaggregated by type for the three months ended March 31, 2026 and 2025:

	Three Months Ended March 31,
	2026				2025

Sales		Revenue	% of Revenues			Revenue	% of Revenues

Maintenance contracts	$	111,000	100	%	$	119,333	100	%
Total Revenues	$	111,000	100	%	$	119,333	100	%

F-22

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

All revenue recognized in both periods was derived from maintenance service contracts. No equipment sale revenue has been recognized in either period, as transfer of control of the equipment to the customer had not yet occurred as of each respective balance sheet date.

Deferred Revenue (Contract Liabilities)

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

At March 31, 2026 and December 31, 2025, deferred revenue consisted of the following:

Schedule of deferred revenue

Type	March 31, 2026		December 31, 2025
Customer deposit - equipment sale	$	210,000	$	70,000
Customer deposit - other		12,997		50,000
Total deferred revenue	$	222,997	$	120,000

Equipment sale deposits represent cumulative installment payments received from customers under executed purchase agreements for medical scanning equipment. Title and physical possession of the equipment transfer to each customer upon receipt of the full contract price, at which point revenue is recognized. During the three months ended March 31, 2026, additional installment payments of $140,000 were received, bringing the aggregate cumulative balance to $210,000 at March 31, 2026.

The $50,000 balance at December 31, 2025 represented a payment received from a potential customer. This deposit was refunded in full during the three months ended March 31, 2026. None of the deferred revenue at December 31, 2025 was recognized as revenue during the three months ended March 31, 2026.

Maintenance contract amounts represent consideration received from customers prior to the applicable service period and are recognized as revenue ratably as performance obligations are satisfied over the service term. At March 31, 2026, $12,997 remained deferred, all of which was recognized as revenue subsequent to March 31, 2026.

Cost of Sales

Cost of sales consists of direct expenses incurred in the delivery of services related to the Company’s maintenance contracts. These costs are recognized as incurred and are directly attributable to fulfilling service obligations under customer agreements.

The primary components of cost of sales include:

●

Salaries and Wages – Compensation, payroll taxes, and employee benefits associated with the Company’s service technicians and clinical support staff.

F-23

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

●

Job-Related Materials and Supplies – Expenses for parts, tools, software upgrades, and consumable materials required to perform maintenance and repairs.

All costs included in cost of sales are directly related to the provision of contracted maintenance services and align with revenue recognition principles under FASB ASC 606.

The Company continually evaluates its cost structure to optimize service delivery while maintaining contractual uptime guarantees and quality assurance standards.

Income Taxes

The Company accounts for income taxes using the asset and liability method prescribed by FASB ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial reporting and tax bases of assets and liabilities. These amounts are measured using enacted tax rates expected to apply in the periods when temporary differences reverse.

The effect of a change in tax rates on deferred tax balances is recognized as income or expense in the period that includes the enactment date.

Uncertain Tax Positions

The Company evaluates uncertain tax positions which requires that a tax position be recognized in the financial statements only if it is more likely than not (greater than 50% likelihood) to be sustained upon examination by tax authorities.

As of March 31, 2026 and 2025, the Company had no uncertain tax positions that qualified for recognition or disclosure in the financial statements.

The Company also recognizes interest and penalties related to uncertain tax positions in other expense in the Statement of Operations. No interest and penalties were recorded for the three months ended March 31, 2026 and 2025.

Valuation of Deferred Tax Assets

The Company’s deferred tax assets include certain future tax benefits, such as net operating losses (NOLs), tax credits, and deductible temporary differences. A valuation allowance is required if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.

The Company reviews the realizability of deferred tax assets on a quarterly basis, or more frequently if circumstances warrant, considering both positive and negative evidence.

F-24

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Considered in Valuation Allowance Assessment

The Company evaluates multiple factors in determining whether a valuation allowance is necessary, including:

●

Historical earnings trends (cumulative pre-tax income or losses in the most recent three-year period)

●

Future financial projections, including expected taxable income based on long-term estimates of business performance and market conditions

●

Statutory carryforward periods for net operating losses and other deferred tax assets

●

Prudent and feasible tax planning strategies that could impact the realization of deferred tax assets

●

Nature and predictability of temporary differences and the timing of their reversal

●

Sensitivity of financial forecasts to external factors such as commodity prices, market demand, and operational risks

While cumulative three-year losses are a strong indicator that a valuation allowance may be needed, a valuation allowance determination is not solely based on past losses—all available positive and negative evidence must be considered.

Valuation Allowance Determination

At March 31, 2026 and December 31, 2025, the Company recorded a full valuation allowance against its deferred tax assets, resulting in a net carrying amount of $0. This determination was based on cumulative losses in recent years and the lack of sufficient positive evidence to support the realization of deferred tax assets in the near term.

The Company will continue to evaluate its valuation allowance each reporting period and will recognize deferred tax assets in the future if sufficient positive evidence emerges to support their realization.

There was no income tax provision recorded for the three months ended March 31, 2026 and 2025, as the Company incurred losses in both periods and maintains a full valuation allowance against its deferred tax assets.

F-25

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Advertising Costs

Advertising costs are expensed as incurred. These costs are recognized as operating expenses in the period in which they are incurred and are classified within general and administrative expenses in the statements of operations.

The Company does not capitalize direct-response advertising costs, as they do not meet the criteria for deferral.

The Company recognized marketing and advertising costs as follows:

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Compensation cost is measured at the grant-date fair value of the award and is recognized over the requisite service period (generally the vesting period) on a straight-line basis.

The guidance applies to share-based payment awards granted to both employees and non-employees. Pursuant to ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, awards granted to non-employees are accounted for in substantially the same manner as awards granted to employees, with fair value determined on the grant date.

The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model. The model incorporates the following key assumptions:

●

Expected dividend yield - Based on the Company’s anticipated dividend policy over the expected life of the option (generally assumed to be zero, as the Company does not currently pay dividends).

●

Expected volatility - Based on the historical volatility of the Company.

●

Risk-free interest rate - Based on the yield on U.S. Treasury securities with maturities approximating the expected term of the option.

●

Expected term - Estimated based on historical exercise behavior, contractual terms, and the simplified method (average of contractual term and vesting period) where appropriate.

The Company has elected the practical expedient under ASU 2016-09 to account for forfeitures as they occur rather than estimating them in advance. This election is applied consistently to all stock-based awards.

F-26

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Stock-based compensation expense is classified in the statements of operations as a component of general and administrative expenses.

In addition, the Company applies the provisions of ASU 2016-09 related to the recognition of all excess tax benefits and tax deficiencies in income tax expense in the period in which they occur and the classification of cash paid for tax withholdings on behalf of employees as financing activities in the statement of cash flows.

Stock Warrants

In connection with certain financing transactions (debt or equity), consulting arrangements, or strategic partnerships, the Company may issue warrants to purchase shares of its common stock. Warrants that do not meet liability classification under ASC 480, “Distinguishing Liabilities from Equity”, are evaluated under ASC 815-40, “Contracts in Entity’s Own Equity”. The Company’s outstanding warrants are not puttable or mandatorily redeemable, do not require net cash settlement, and are indexed to the Company’s own common stock. Accordingly, they are classified as equity instruments in additional paid-in capital.

The fair value of warrants issued for compensation purposes is measured using the Black-Scholes option pricing model.

Accounting Treatment of Warrants

●

Warrants issued in conjunction with common stock issuance are initially recorded at fair value as a reduction in Additional Paid-In Capital (APIC).

●

Warrants issued for services are recorded at fair value and expensed over the requisite service period or immediately upon issuance if no service period exists.

●

Warrants classified as liabilities due to settlement features or pricing adjustments are remeasured at fair value each reporting period, with changes recognized in earnings.

Basic and Diluted Earnings (Loss) per Share

The Company computes net loss per share in accordance with ASC 260, “Earnings Per Share.” Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.

During all periods presented, the Company reported a net loss. Accordingly, all potentially dilutive common stock equivalents were excluded from the computation of diluted net loss per share because their inclusion would have been anti-dilutive. As a result, diluted net loss per share is equal to basic net loss per share for all periods presented.

F-27

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

The following potentially dilutive equity securities outstanding as of March 31, 2026 and 2025 were as follows:

	March 31, 2026		March 31, 2025
Stock Options		5,150,000		-
Warrants		2,100,000		2,100,000
Series A, convertible preferred stock		-		1,088
Series B, convertible preferred stock		-		48,000
Total common stock equivalents		7,250,000		2,149,088

Based on the potential common stock equivalents noted above at March 31, 2026, the Company has sufficient authorized shares of common stock (100,000,000) to settle any potential exercises of common stock equivalents.

Preferred Stock Classification

The Company applies the guidance outlined in ASC 480, “Distinguishing Liabilities from Equity”, in determining the appropriate classification and measurement of preferred stock. Under FASB ASC 480-10-25-4, financial instruments that embody an obligation to repurchase equity shares or require mandatory redemption at a fixed or determinable date must be classified as a liability and measured at fair value.

Preferred shares that are conditionally redeemable - including those redeemable at the option of the holder or subject to redemption upon the occurrence of events outside the issuer’s control - are classified as temporary equity in accordance with FASB ASC 480-10-S99-3A. Conversely, preferred shares that are not mandatorily redeemable and whose redemption rights are within the issuer’s control are appropriately classified as a component of stockholders’ equity.

Related Parties

The Company defines related parties in accordance with FASB ASC 850, “Related Party Disclosures,” and SEC Regulation S-X, Rule 4-08(k). Related parties include entities and individuals that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company.

Related parties include, but are not limited to:

●

Principal owners of the Company.

●

Members of management (including directors, executive officers, and key employees).

●

Immediate family members of principal owners and members of management.

F-28

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

●

Entities affiliated with principal owners or management through direct or indirect ownership.

●

Entities with which the Company has significant transactions, where one party has the ability to exercise control or significant influence over the management or operating policies of the other.

A party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company in a manner that could prevent either party from fully pursuing its own separate economic interests.

The Company discloses all material related party transactions, including:

●

The nature of the relationship between the parties.

●

A description of the transaction(s), including terms and amounts involved.

●

Any amounts due to or from related parties as of the reporting date.

●

Any other elements necessary for a clear understanding of the transactions’ effects on the financial statements.

Disclosures are made in accordance with FASB ASC 850-10-50-1 through 50-6 and SEC Regulation S-X, Rule 4-08(k), which requires registrants to disclose material related party transactions and their effects on the financial position and results of operations.

See Note 5 for related party debt.

Recent Accounting Standards

Recently Adopted Accounting Standards

FASB ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, which enhances reportable segment disclosure requirements by:

●

Requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker (CODM);

●

Requiring disclosure of the title and position of the CODM;

●

Extending certain annual disclosures to interim periods; and

●

Clarifying that single reportable segment entities must apply ASC 280 in its entirety.

F-29

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, with retrospective application required.

The Company adopted ASU 2023-07 for its annual reporting period ended December 31, 2024, and for interim periods beginning January 1, 2025. The adoption resulted in enhanced segment disclosures but did not have a material impact on the Company’s financial position, results of operations, or cash flows.

FASB ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by:

●

Standardizing and disaggregating rate reconciliation categories; and

●

Requiring disclosure of income taxes paid by jurisdiction.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and may be applied on a prospective or retrospective basis.

The Company adopted ASU 2023-09 effective January 1, 2025. The adoption resulted in enhanced income tax disclosures but did not have a material impact on the Company’s financial position, results of operations, or cash flows.

FASB ASU 2025-05 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU provides a practical expedient that permits entities to assume that current economic conditions as of the balance sheet date will remain unchanged over the remaining life of current (short-term) accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years, with early adoption permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The amendments are required to be applied prospectively.

F-30

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

The Company early adopted ASU 2025-05 effective January 1, 2025 and elected the practical expedient. The adoption did not have a material impact on the Company’s financial position, results of operations, or cash flows.

FASB ASU 2024-04 - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments

In November 2024, the FASB issued ASU 2024-04, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments also clarify that the incorporation, elimination, or modification of a volume-weighted average price (VWAP) formula does not automatically result in an extinguishment.

ASU 2024-04 is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Adoption may be applied on a prospective or retrospective basis.

The Company adopted ASU 2024-04 effective January 1, 2026. The adoption did not have a material impact on the Company’s financial position, results of operations, or cash flows.

Recently Issued Accounting Standards Not Yet Adopted

FASB ASU 2024-03 / ASU 2025-01 - Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires public business entities to disclose, in annual and interim reporting periods, disaggregated information about certain income statement expense line items in a tabular format, along with a qualitative reconciliation to the captions on the face of the financial statements. In January 2025, the FASB issued ASU 2025-01 to clarify that the effective date for non-calendar year-end entities requires initial adoption in an annual reporting period, not an interim period.

The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and may be applied on either a prospective or retrospective basis. The Company is currently assessing the potential impact of ASU 2024-03 / ASU 2025-01 on its financial statement disclosures.

F-31

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Other Accounting Standards Updates

The Company has evaluated all other recently issued accounting standards not yet effective and has determined that the adoption of such standards is not expected to have a material impact on the Company’s financial statements or disclosures. The FASB has also issued various technical corrections and industry-specific updates that are not expected to have a material impact on the Company’s financial position, results of operations, or cash flows.

Note 3 – Property and Equipment

Property and equipment consisted of the following:

Schedule of property and equipment

	March 31, 2026			December 31, 2025			Estimated Useful Lives (Years)

Equipment	$	227,856		$	227,856		5
Accumulated depreciation		(131,705	)		(122,104	)
Total property and equipment - net	$	96,151		$	105,752

Depreciation Expense

Schedule of depreciation expense

Three Months Ended March 31,
2026		2025
$	9,601	$	4,650

F-32

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Note 4 – Convertible Advance Payable

The Company’s advances payable are as follows:

Schedule of convertible advance payable

Terms	Convertible Advance Payable

Issuance date of advances		Prior to 2018
Maturity date		Due on Demand
Interest rate		0%
Collateral		Unsecured
Conversion feature		45% discount to market price

Balance - December 31, 2024	$	563,000
No activity in 2025		-
Balance - December 31, 2025		563,000
No activity in 2026		-
Balance - March 31, 2026	$	563,000

The Company has a $310,000 advance payable to a former Chief Financial Officer of the Company. The advance was originally issued with no formal terms. Pursuant to a prior settlement, the creditor holds the option of repayment in either cash or shares of the Company’s common stock, at a 45% discount to the current market price of the common stock.

The Company has accounted for the advance payable under FASB ASC 480-10-25-14, given the obligation to issue a variable number of shares based solely or predominately on a fixed monetary amount, and recorded the liability at its fixed monetary amount of $563,000 representing the holder’s discount to market on its common shares expected upon settlement.

F-33

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Note 5 – Debt

Notes Payable - Related Parties

The Company has entered into several notes payable with related parties, each of whom is a member of the Board of Directors. A summary of notes payable - related parties as of March 31, 2026 and December 31, 2025 is as follows:

	Note Payable #1	Note Payable #2	Note Payable #3	Note Payable #4
Terms	Related Party	Related Party	Related Party	Related Party

Issuance dates of notes	August 2022	April 2023	August 2024	February 2025
Maturity date	June 2026	March 2025	December 2024	March 2025
Interest rate	10%	8%	0%	0%
Imputed interest rate	N/A	N/A	8%	8%
Default interest rate	20%	20%	20%	None
Collateral	PET-CT Imaging Device	PET-CT Imaging Device	PET-CT Imaging Device	Unsecured

													Total
Balance - December 31, 2024	$	1,200,000		$	150,000		$	100,000		$	-		$	1,450,000
Proceeds from issuance of note		-			-			-			100,000			100,000
Repayments		-			(150,000	)		(100,000	)		(100,000	)		(350,000	)
Balance - December 31, 2025		1,200,000			-			-			-			1,200,000
Repayments		(325,000	)		-			-			-			(325,000	)
Balance - March 31, 2026	$	875,000		$	-		$	-		$	-		$	875,000

Note #1

In March 2025, Note #1 was extended to December 31, 2025. On February 16, 2026, Note #1 was further extended to June 30, 2026. The Company evaluated each extension under FASB ASC 470-50-40 and concluded that the extensions did not constitute a substantive modification. Accordingly, no debt extinguishment occurred and no gain or loss was recognized.

Note #1 is collateralized by the Company’s sole imaging device, which is carried in inventory.

The lender has authorized the sale of the collateral, and the loan agreement requires sale proceeds to be applied toward the outstanding loan balance.

During the three months ended March 31, 2026, the Company repaid $325,000.

F-34

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Note #2

In April 2023, the Company executed a one-year note with a shareholder and director in the principal amount of $500,000. The note bears interest at 8.0% per annum, with a default rate of 20.0%, and is secured by the net proceeds from the Company’s PET imaging devices and service contracts. Original principal was payable 50% on December 31, 2023 and 50% plus accrued interest on March 31, 2024.

The note was extended and repaid as follows:

●

In March 2024, the remaining balance of $250,000 was extended to September 2024. During 2024, $100,000 of principal was repaid.

●

In September 2024, the remaining balance of $150,000 was extended to March 2025.

●

During 2025, the remaining $150,000 of principal was repaid in full, and $41,414 of accrued interest was forgiven by the lender.

Because the lender is a significant stockholder and director, the Company accounted for the interest forgiveness as a capital contribution, recording $41,414 as an increase to additional paid-in capital rather than as a gain on extinguishment. This treatment is consistent with FASB ASC 470-50-40-2, which addresses extinguishment transactions between related parties, and with FASB ASC 850-10-50-5, which requires related-party transactions to be presented in accordance with their substance rather than as arm’s length transactions.

The Company evaluated the 2024 and 2025 extensions under FASB ASC 470-50-40 and concluded that the extensions did not add or eliminate a substantive conversion feature, did not result in cash flows that differed by 10% or more from those under the original instrument, and did not result in significant changes to interest rate, collateral, or repayment terms beyond the extension of maturity. Accordingly, no debt extinguishment occurred and no gain or loss was recognized.

In connection with the original issuance of the note in 2023, the Company issued 100,000 warrants to the lender with an exercise price of $0.10 per share. The warrants vested immediately and had an original expiration date of December 31, 2025. The fair value of the warrants of $126,699 was recorded as a debt discount and amortized over the original term of the note. On December 31, 2025, the expiration date of the warrants was extended to December 31, 2026, with no financial statement impact (see Note 9).

Note #3

In August 2024, the Company executed a four-month, non-interest-bearing note with a shareholder and director in the principal amount of $100,000, with a default interest rate of 20%. The note was secured by the net proceeds from the Company’s PET imaging devices and service contracts. Because the note was issued by a related party at a below-market interest rate, the Company recorded imputed interest at 8%, resulting in interest expense of $1,600 for the year ended December 31, 2024, with a corresponding credit to additional paid-in capital. The note was repaid in full in March 2025.

F-35

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Note #4

In February 2025, the Company executed a one-month, non-interest-bearing, unsecured note with a shareholder and director in the principal amount of $100,000. The Company recorded imputed interest at 8%, resulting in interest expense of $1,336 for the year ended December 31, 2025, with a corresponding credit to additional paid-in capital. The note was repaid in full during 2025.

Note 6 – Commitments and Contingencies

Operating Lease

The Company accounts for leases in accordance with FASB ASC 842: Leases, which requires lessees to apply the right-of-use (ROU) model by recognizing a right-of-use asset and a lease liability for all leases with terms exceeding 12 months.

Lease classification determines the pattern of expense recognition in the Statements of Operations:

●

Operating leases: Recognized on a straight-line basis as lease expense over the lease term.

Lease Recognition and Measurement

The Company evaluates whether an arrangement contains a lease at inception and recognizes the lease in the financial statements upon lease commencement (the date the underlying asset is available for use). ROU assets represent the Company’s right to use an asset over the lease term, while lease liabilities reflect the present value of future lease payments.

At lease commencement:

●

ROU assets and lease liabilities are initially measured at the present value of lease payments.

●

The Company primarily uses its incremental borrowing rate (IBR) to determine the present value of lease payments, except when an implicit rate is readily determinable.

●

The IBR is based on market data, adjusted for credit risk and lease term.

F-36

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Practical Expedients and Lease Components

The Company applies certain practical expedients to simplify lease accounting:

●

Lease and non-lease components are combined for classification and measurement, except for direct sales-type leases and production equipment embedded in supply agreements.

●

Short-term leases (12 months or less, without purchase or renewal options) are not recorded on the balance sheet.

Lease Term and Expense Recognition

●

Lease liabilities include options to extend or terminate when reasonably certain of exercise.

●

Operating lease expense is recognized on a straight-line basis over the lease term and reported under general and administrative expenses.

●

Variable lease payments based on an index/rate are initially measured using the rate at lease commencement, with differences expensed as incurred.

Company Lease Commitments

As of March 31, 2026 and December 31, 2025, the Company had no finance leases under FASB ASC 842.

Right-of-Use Operating Lease

On July 8, 2025, the Company executed a five-year lease for its office space, covering the period from July 8, 2025 to July 8, 2030.

See below regarding original lease and related termination of that lease.

●

Lease term: 60 months (five years)

●

Monthly lease payments:

○

Months 1-12: $3,626 per month

○

Months 13-24: $3,777 per month

○

Months 25-60: $4,200 per month

●

Total lease payments: $240,036 (excluding variable monthly operating expenses)

●

Occupancy date: August 1, 2025

●

Renewal option: The lease has no renewal options.

●

Lease classification: The lease is evaluated under FASB ASC 842, Leases, and recorded as a right-of-use (ROU) asset and lease liability based on the present value of lease payments ($196,049) at lease commencement.

●

Lease incentives/allowances – none

F-37

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

●

Guarantee – The lease is guaranteed by the Company’s Chief Executive Officer. The guarantee is unconditional and continuing, and covers the full performance of the lease obligations, including payment of rent and fulfillment of all tenant responsibilities.

The Company recognizes lease expense on a straight-line basis over the lease term.

Right-of-Use Operating Lease – Lease Termination

On June 26, 2025, the Company entered into an agreement to terminate its existing operating lease (originally executed March 17, 2022), which was originally scheduled to expire on May 31, 2027. The last payment was made July 1, 2025. Pursuant to the agreement, the termination is effective as of August 31, 2025.

As part of the termination agreement, the Company paid a lump-sum settlement of $20,000 to the lessor. This payment has been recorded as a lease termination expense in the Statements of Operations in 2025.

Upon termination, the Company:

●

Derecognized the right-of-use (ROU) asset and the corresponding lease liability related to the lease;

●

Recognized any difference between the asset and liability as a gain or loss on lease termination;

●

Included the $20,000 termination fee in the total expense recognized upon derecognition.

Loss on lease termination of $15,018 was calculated as follows:

Schedule of loss on lease termination


Right-of-Use Asset	$	28,228
Cash paid to terminate lease		20,000
Lease liability		(33,210	)
Loss on lease termination	$	15,018

On March 17, 2022, the Company executed a five-year lease extension for its office space, covering the period from June 1, 2022, through May 31, 2027.

●

Lease term: 60 months (five years)

●

Monthly lease payments:

○

Years 1-3: $1,600 per month

○

Years 4-5: $1,700 per month

●

Total lease payments: $57,600 for the first three years and $40,800 for the last two years

F-38

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

●

Renewal option: The Company has the option to extend the lease for an additional five years through May 31, 2032.

●

Renewal option assessment: At lease inception, based on historical operations, the Company does not expect to exercise the renewal option and has excluded it from lease liability calculations.

The Company recognizes lease expense on a straight-line basis over the lease term.

F-39

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

The tables below present information regarding the Company’s operating lease asset and liability at March 31, 2026 and December 31, 2025, respectively:

	March 31, 2026			December 31, 2025
Assets

Operating lease - right-of-use asset - non-current	$	169,909		$	179,711

Liabilities

Operating lease liability	$	177,058		$	184,298

Weighted-average remaining lease term (years)		4.34			4.58

Weighted-average discount rate		8	%		8	%

The components of lease expense were as follows:

Schedule of operating lease expense

	March 31, 2026		March 31, 2025

Operating lease costs

Amortization of right-of-use operating lease asset	$	9,802	$	16,130
Lease liability expense in connection with obligation repayment		3,638	$	4,194
Total operating lease costs	$	13,440	$	20,324

Supplemental cash flow information related to operating leases was as follows:

Operating cash outflows from operating lease (obligation payment)	$	10,878	$	19,200
Right-of-use asset obtained in exchange for new operating lease liability	$	196,049	$	-

F-40

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Future minimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one year at December 31,:


2026 (9 months)	$	33,389
2027		47,439
2028		50,400
2029		50,400
Thereafter		29,400
Total undiscounted cash flows		211,028
Less: amount representing interest		33,970
Present value of operating lease liability		177,058
Less: current portion of operating lease liability		30,612
Long-term operating lease liability	$	146,446

Contingencies – Strategic Cooperation Agreement

On January 15, 2022, the Company entered into a strategic cooperation agreement with a supplier for the development, manufacture, and distribution of PET/CT imaging systems. The agreement establishes transfer pricing terms for PET/CT systems that become effective only upon receipt of U.S. Food and Drug Administration (FDA) clearance for the Company’s next-generation PET/CT 4D system, which is currently undergoing testing in preparation for submission of a 510(k) amendment.

All obligations under the agreement are expressly conditioned upon receipt of FDA clearance, a future regulatory event outside the Company’s control. Following clearance, the agreement will have an initial term of seven years, which may be extended for an additional three years subject to the Company’s achievement of specified annual purchase requirements during the initial term.

The Company evaluated this arrangement under FASB ASC 440, Commitments, and concluded that it does not constitute an unconditional purchase obligation under ASC 440-10-50-2 because all purchase obligations are contingent upon receipt of FDA clearance. Accordingly, no disclosure of minimum future purchase commitments is required under ASC 440-10-50-4.

The Company further evaluated the arrangement under FASB ASC 450, Contingencies. As of March 31, 2026 and December 31, 2025, receipt of FDA clearance is considered reasonably possible but not probable. Accordingly, no accrual has been recorded, and the financial impact of the arrangement, if any, cannot be reasonably estimated until FDA clearance is obtained. There can be no assurance that FDA clearance will be obtained within the anticipated timeframe or at all.

F-41

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Contingencies – Legal Matters

The Company may be subject to litigation claims arising in the ordinary course of business. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities for potential insurance or third-party recoveries.

As of March 31, 2026 and December 31, 2025, respectively, the Company is not aware of any litigation, pending litigation, or other transactions that require accrual or disclosure.

Note 7 – Stockholders’ Equity

The Company has two classes of capital stock: preferred stock and common stock.

Authorized Capital Structure

The Company is authorized to issue 110,000,000 shares of capital stock, consisting of 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.

On October 27, 2025, the Company filed two Certificates of Amendment with the Texas Secretary of State, each effective as of that date:

●

The first amendment reduced the authorized common stock from 6,000,000,000 shares to 100,000,000 shares, reduced the authorized preferred stock from 20,000,000 shares to 10,000,000 shares, and reduced the par value of the preferred stock from $1.00 per share to $0.0001 per share. The par value of the common stock was unchanged.

●

The second amendment was a conforming amendment that restated the conversion provisions of the Series A Preferred Stock, including the anti-dilution adjustment formula, to align the Certificate of Formation with the conversion terms in effect since the original designation. The amendment did not modify the economic rights or preferences of the Series A Preferred Stock.

The board of directors is authorized, without further stockholder approval, to designate one or more series of preferred stock from time to time and to fix the rights, preferences, limitations, and restrictions of each series prior to issuance, including dividend rights, voting rights, redemption terms, conversion and exchange rights, liquidation preferences, and ranking among different series of preferred stock.

F-42

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Preferred Stock - Series Designations

Effective March 18, 2026, the Company filed a Certificate of Amendment with the Texas Secretary of State undesignating all previously designated series of preferred stock. The following series were undesignated, and the underlying shares were returned to the authorized but unissued preferred stock pool:

●

Series A: 5,450,000 shares

●

Series B: 9,000,000 shares

●

Series C: 840,000 shares

●

Series D: 1,560,000 shares

●

Series E: 1,200,000 shares

●

Series F: 600,000 shares

●

Series G: 3,000,000 shares

●

Series H: 15,000,000 shares

●

Series S: 100,000 shares

In the aggregate, 36,750,000 shares previously designated across these nine series were returned to the authorized but unissued preferred stock pool. As a result of the undesignation, no series of preferred stock are currently designated, and no shares of preferred stock were issued or outstanding at March 31, 2026. The board of directors retains the authority to designate new series of preferred stock from the authorized 10,000,000 share pool at a future date without further stockholder approval.

Series A Preferred Stock

Prior to its undesignation, the Company had designated 5,450,000 shares of Series A 8% Cumulative Convertible Redeemable Preferred Stock at $0.0001 par value per share. The material terms of the Series A Preferred Stock were as follows:

●

Dividends. Holders were entitled to cumulative dividends at a rate of 8% per annum ($0.1064 per share per year), payable semi-annually on January 1 and July 1 of each year. Dividends were payable in cash or, at the Company’s election, in additional shares of Series A Preferred Stock valued at $1.33 per share.

●

Liquidation Preference. Upon any liquidation, dissolution, or winding up of the Company, holders were entitled to receive $1.33 per share plus all accumulated and unpaid dividends, prior to any distribution to holders of any other series of preferred stock or common stock.

F-43

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

●

Conversion. Each share of Series A Preferred Stock was convertible, at the option of either the Company or the holder, into common stock at a ratio of 1 share of common stock for every 400 shares of Series A Preferred Stock. The conversion ratio was subject to adjustment for stock splits, stock dividends, combinations, reclassifications, and below-market issuances pursuant to a broad-based weighted average anti-dilution formula.

●

Redemption. The Company had the right to redeem the Series A Preferred Stock, in whole or in part, at any time after the second anniversary of the Final Closing Date (as defined in the Certificate of Formation) at a redemption price of $1.46 per share plus all accumulated and unpaid dividends, provided that the common stock had closed at or above $2.00 per share for 20 consecutive trading days prior to the redemption notice. The Company was required to provide 30 days’ prior written notice of any redemption.

●

Voting Rights. Holders voted together with holders of common stock as a single class on all matters submitted to a vote of stockholders, with each holder entitled to cast one vote for each share of common stock into which such holder’s Series A Preferred Stock was then convertible.

Series B Preferred Stock

Prior to its undesignation, the Company had designated 9,000,000 shares of Series B Convertible Preferred Stock at $0.0001 par value per share. The material terms of the Series B Preferred Stock were as follows:

●

Conversion. Series B Preferred Stock was convertible into common stock at a contractual ratio of 0.25 shares of common stock per share of Series B Preferred Stock surrendered, subject to adjustment for stock splits and combinations. The Certificate of Designation provided for a 125% conversion factor, resulting in an effective conversion ratio of 0.3125 shares of common stock per share of Series B Preferred Stock.

●

Voting Rights. Holders were entitled to 100 votes per share on all matters submitted to a vote of stockholders, voting together with holders of common stock as a single class.

Conversion of Preferred Stock

On October 30, 2025, all 435,085 shares of Series A Preferred Stock and all 192,000 shares of Series B Preferred Stock then issued and outstanding were converted into common stock as follows:

●

The 435,085 shares of Series A Preferred Stock were converted into 1,101 shares of common stock at the contractual ratio of 1 share of common stock for every 400 shares of Series A Preferred Stock.

F-44

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

●

The 192,000 shares of Series B Preferred Stock were converted into 60,009 shares of common stock at the contractual effective ratio of 0.3125 shares of common stock per share of Series B Preferred Stock.

Fractional shares resulting from each conversion were rounded up to the nearest whole share. Both conversions were accounted for as reclassifications within stockholders’ equity, with the carrying amount of the converted preferred stock reclassified to common stock and additional paid-in capital. No gain or loss was recognized.

Following the October 30, 2025 conversions, no shares of preferred stock of any series remained issued and outstanding at December 31, 2025 or March 31, 2026.

Common Stock

100,000,000 shares authorized

$0.0001 par value

Voting at 1 vote per share

Equity Transactions for the Three Months Ended March 31, 2026

Stock Issued for Services

The Company issued 50,000 shares of common stock to a consultant for services rendered, having a fair value of $94,500 ($1.89/share), based upon the quoted closing trading price on the grant date.

Equity Transactions for the Year Ended December 31, 2025

Stock Issued for Cash

The Company issued 9,333,333 shares of common stock for $10,000,000 ($1.00 - $1.50/share). Of the total shares issued, 8,000,000 were sold to a related party, who is a principal stockholder for $8,000,000.

F-45

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Common Stock Repurchase Agreement

The Company repurchased 4,000,000 shares of common stock from a stockholder for $2,500,000 ($0.60 - 0.75/share).

The repurchased shares were cancelled and retired upon acquisition and are no longer considered issued or outstanding. In accordance with FASB ASC 505-30, “Equity – Treasury Stock”, and consistent with the Company’s corporate charter and applicable state law, the cancelled shares were returned to the status of authorized but unissued, thereby increasing the number of shares available for future issuance.

The repurchase will be accounted for as a reduction to stockholders’ equity, with the purchase price allocated entirely to Additional Paid-in Capital (“APIC”), as the Company had sufficient APIC available from prior issuances. No gain or loss will be recognized in connection with this transaction. The cash outflow related to the stock repurchase will be classified as a financing activity in the statement of cash flow.

In conjunction with the stock repurchase, the Company also issued 500,000 freestanding warrants to the selling stockholder. The warrants have an exercise price of $1 and expire on December 31, 2026. The warrants were classified as equity instruments and recorded at fair value, with a corresponding credit to APIC. As the warrants were issued as part of the consideration for the share repurchase, their fair value was included in the total cost of the repurchase transaction, resulting in a net effect of $0 on total stockholders’ equity.

See Note 9 for warrants.

Note 8 - Stock Option Plan

In May 2021, the Company adopted an equity incentive plan (the “Plan”). Under the Plan, the Company may grant up to 10,000,000 stock options to eligible participants. All terms for stock options granted under the Plan will be set by the Board of Directors.

Stock Option Grants

On November 5, 2025, the Company granted stock options to certain executives and employees to purchase an aggregate of 5,150,000 shares of the Company’s common stock at an exercise price of $1.48 per share. The options have a contractual term of five (5) years and were fully vested on the grant date. The grant was approved by the Board of Directors and was made pursuant to the Plan. After giving effect to the November 5, 2025 grant, 4,850,000 shares remained available for future issuance under the Plan at both March 31, 2026 and December 31, 2025.

F-46

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Of the total grant, 1,500,000 options were granted to the Company’s Chairman of the Board of Directors and President and 750,000 options were granted each to a member of the Board of Directors and the Company’s Vice-President.

The aggregate grant date fair value of stock options granted during the year ended December 31, 2025 was $4,982,588. The weighted average grant date fair value per option was $0.97.

Valuation Methodology and Assumptions

The fair value of stock options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

Schedule of fair value of stock options

Exercise price	$	1.48
Expected term		2.5 years
Expected volatility		115	%
Expected dividends		0	%
Risk free interest rate		3.63	%

Stock Option activity for the three months ended March 31, 2026 and the year ended December 31, 2025 are summarized as follows:

Schedule of stock options activity

					Weighted				Weighted
					Average				Average
			Weighted		Remaining		Aggregate		Grant
	Number of		Average		Contractual		Intrinsic		Date
Stock Options	Options		Exercise Price		Term (Years)		Value		Fair Value
Outstanding - December 31, 2024	-
Vested and Exercisable - December 31, 2024	-
Granted		5,150,000	$	1.48		4.85			$	0.97
Exercised		-
Cancelled/Forfeited		-
Outstanding - December 31, 2025		5,150,000	$	1.48		4.85	$	-
Vested and Exercisable - December 31, 2025		5,150,000	$	1.48		4.85	$	-
Granted		-	$	-
Exercised		-
Cancelled/Forfeited		-
Outstanding - March 31, 2026		5,150,000	$	1.48		4.60	$	1,339,000
Vested and Exercisable - March 31, 2026		5,150,000	$	1.48		4.60	$	1,339,000

F-47

POSITRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

(UNAUDITED)

Compensation Expense

The Company recognized stock-based compensation expense of $4,982,588 related to stock options for the year ended December 31, 2025, which was included in general and administrative expenses in those statements of operations. As the options were fully vested on the grant date, there was no unrecognized compensation cost related to stock options as of December 31, 2025.

Note 9 – Warrants

Warrant activity for the three months ended March 31, 2026 and the year ended December 31, 2025 are summarized as follows:

Schedule of warrant activity

					Weighted
					Average
			Weighted		Remaining		Aggregate
	Number of		Average		Contractual		Intrinsic
Warrants	Warrants		Exercise Price		Term (Years)		Value
Outstanding - December 31, 2024		1,600,000	$	0.24		1.63	$	1,231,000
Exercisable - December 31, 2024		1,600,000	$	0.24		1.63	$	1,231,000
Granted		500,000	$	1.00
Exercised		-
Cancelled/Forfeited		-
Outstanding - December 31, 2025		2,100,000	$	0.42		1.00	$	2,622,000
Exercisable - December 31, 2025		2,100,000	$	0.42		1.00	$	2,622,000
Granted		-
Exercised		-
Cancelled/Forfeited		-
Outstanding - March 31, 2026		2,100,000	$	0.42		0.75	$	2,769,000
Exercisable - March 31, 2026		2,100,000	$	0.42		0.75	$	2,769,000

In December 2024, the Company extended the maturity dates of 1,000,000 warrants from December 31, 2024 to December 31, 2026. The value resulting from this modification was not considered material to the financial statements.

In December 2025, the Company extended the maturity dates of 600,000 warrants from December 31, 2025 to December 31, 2026. The value resulting from this modification was not considered material to the financial statements.

F-48

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Information Regarding and Factors Affecting Forward Looking Statements

The Company is including the following cautionary statement in this Quarterly Report on Form 10-Q to make applicable and take advantage of the safe harbor provision of the Private Securities Litigation Reform Act of 1995 for any forward looking statements made by, or on behalf of the Company. Forward looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. Certain statements contained herein are forward looking statements and, accordingly, involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward looking statements.

The Company’s expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitations, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in the view of the Company, could cause actual results to differ materially from those discussed in the forward looking statements: the ability of the Company to attain widespread market acceptance of its systems; the ability of the Company to obtain acceptable forms and amounts of financing to fund future operations; demand for the Company’s services; and competitive factors. The Company disclaims any obligation to update any forward looking statements to reflect events or circumstances after the date hereof.

General Overview

Organization

Positron Corporation (the “Company” or “Positron”) was incorporated under the laws of the State of Texas in 1983. Unless the context requires otherwise, in this report the terms “we,” “us”, “our”, “the Company”, and “Positron” refer to Positron Corporation.

Corporate History

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

Nature of Business. Positron is a medical technology company that co-develops, manufactures and sells PET and PET-CT imaging systems, delivering high-performance, cost-effective molecular imaging solutions that empower healthcare providers to improve the diagnosis and treatment of cardiovascular disease and other critical conditions. By combining proprietary PET and PET-CT systems with comprehensive clinical and technical support, flexible financing, and a focus on operational efficiency, Positron makes advanced diagnostic imaging more accessible and sustainable for hospitals, outpatient centers, and physician practices.

With a specialization in cardiac PET imaging and a growing presence in oncology and neurology, Positron stands at the forefront of innovation in nuclear medicine. Its systems are designed to enhance patient outcomes, maximize system uptime, and reduce total cost of ownership—offering unmatched clinical value and economic advantage in today’s healthcare environment.

In 2023, the Company entered an expanded business cooperation / OEM Supply and Distribution / SKD Manufacturer Agreement with Shenyang Intelligent Neuclear Medical Technology Co. a subsidiary of Neusoft Medical Systems’ which secured exclusive rights for the North American market to sell/distribute PET,PET-CT and next generation PET-CT scanners in the future.

The Company

Positron Corporation is a medical technology company committed to advancing the PET imaging modality through the development, manufacturing, and commercialization of its state-of-the-art PET and PET-CT (Positron Emission Tomography/Computed Tomography) imaging systems. With a strong focus on cardiac PET—the gold standard in nuclear cardiology—Positron provides cutting-edge solutions that enhance diagnostic accuracy, improve patient outcomes, and drive cost-effective care for healthcare providers across North America.

Positron’s imaging portfolio includes a dedicated PET only and 3D PET-CT 64-Slice systems, both designed to expand access to advanced molecular imaging. Additionally, Positron is preparing to introduce its 4D PET-CT 64-Slice scanner, further strengthening its role in the evolution of nuclear cardiology while positioning the company for entry into the oncology imaging market. These innovations, supported by Positron’s comprehensive clinical and technical services, enable nuclear cardiologists and imaging specialists to fully leverage PET technology for superior diagnostic capabilities.

Through a strategic partnership with Shenyang Intelligent Nuclear Medical Technology Co. Ltd., a subsidiary of Neusoft Medical Systems, Positron holds exclusive North American distribution rights and FDA 510(k) clearance for the NeuSight PET-CT (3D) system. Additionally, Positron and Neusoft have co-developed the Affinity PET-CT (4D), which Positron will manufacture, distribute, and service. The company plans to amend its existing 510(k) clearance to include the Affinity PET-CT, ensuring regulatory compliance and market readiness upon FDA approval.

Positron’s collaboration with Neusoft Medical Systems extends to the production of its Attrius PET system, a foundational technology for its PET-CT advancements. This joint effort has been instrumental in expanding Positron’s PET-CT offerings, setting the stage for rapid growth across multiple imaging disciplines. With an emphasis on accessibility, affordability, and technological excellence, Positron is well-positioned to meet the rising demand for PET-CT imaging in nuclear cardiology and oncology, delivering best-in-class solutions that optimize patient care and streamline practice efficiencies.

Positron’s Headquarters is in North Tonawanda, NY.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities and related disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the applicable period. Actual results may differ from these estimates under different assumptions or conditions.

We define critical accounting policies as those that are reflective of significant judgments and uncertainties, and which may potentially result in materially different results under different assumptions and conditions. In applying these critical accounting policies, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. These estimates are subject to an inherent degree of uncertainty. Our critical accounting policies include the following:

Financial Instruments with Characteristics of Both Liabilities and Equity

The Company evaluates equity or liability classification for freestanding financial instruments, including convertible preferred stock, warrants, and options, pursuant to the guidance under FASB ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company classifies as liabilities all freestanding financial instruments that are (i) mandatorily redeemable, (ii) represent an obligation to repurchase the Company’s equity shares by transferring assets, or (iii) represent an unconditional obligation (or conditional obligation if the financial instrument is not an outstanding share) to issue a variable number of shares predominantly based on a fixed monetary amount, variations in something other than the fair value of the Company’s equity shares, or variations inversely related to changes in fair value of the Company’s equity shares.

If a freestanding financial instrument does not represent an outstanding equity share and does not meet liability classification under ASC 480, the Company then assesses whether the freestanding financial instrument is indexed to its own stock and meets equity classification pursuant to FASB ASC 815-40, Derivatives and Hedging (“ASC 815”). The Company further assesses whether the freestanding financial instruments should be classified as temporary equity. Freestanding financial instruments that are redeemable for cash or other assets at a fixed or determinable date, at the option of the holder, or upon the occurrence of an event are classified in temporary equity in accordance with FASB ASC 480. Otherwise, the freestanding financial instruments are classified in permanent equity.

Revenue Recognition

(i) identify the contract with a customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations in the contract; and

(v) recognize revenue when, or as, performance obligations are satisfied.

Nature of Services and Performance Obligations

Significant Judgments

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

(iii) for equipment sales, the Company applies judgment in assessing when control transfers to the customer.

No changes to these judgments have occurred during the periods presented.

Transaction Price and Allocation

Revenue Recognition – Timing

The Company recognizes revenue either over time or at a point in time depending on the nature of the performance obligation.

Principal vs. Agent Considerations

Contract Balances and Remaining Performance Obligations

Deferred Revenue (Contract Liabilities)

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

Related Parties

The Company defines related parties in accordance with ASC 850, “Related Party Disclosures,” and SEC Regulation S-X, Rule 4-08(k). Related parties include entities and individuals that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company.

Related parties include, but are not limited to:

	●	Principal owners of the Company.

	●	Members of management (including directors, executive officers, and key employees).

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

	●	Entities affiliated with principal owners or management through direct or indirect ownership.

●

Entities with which the Company has significant transactions, where one party has the ability to exercise control or significant influence over the management or operating policies of the other.

The Company discloses all material related party transactions, including:

	●	The nature of the relationship between the parties.

	●	A description of the transaction(s), including terms and amounts involved.

	●	Any amounts due to or from related parties as of the reporting date.

●

Any other elements necessary for a clear understanding of the transactions’ effects on the financial statements.

Disclosures are made in accordance with ASC 850-10-50-1 through 50-6 and SEC Regulation S-X, Rule 4-08(k), which requires registrants to disclose material related party transactions and their effects on the financial position and results of operations.

Results of Operations

Results of operations for the three months ending March 31, 2026 and 2025.

Revenues - Revenues for the three months ended March 31, 2026, were $111,000 as compared to $119,333 for the three months ended March 31, 2025. The slight decrease of $8,333 in revenue was based on a customer opting for time and materials service agreements vs fixed annual services agreement.

Costs of Sales - Costs of sales for the three months ended March 31, 2026, were $637,819, including payments of $220,183 in 2026, for additional equipment to ready a unit for sale, resulting in a corresponding inventory write-down of $220,183, as compared to $377,033 for the three months ended March 31, 2025, due to additional personnel and expenses related to product launch.

General and Administrative Expenses – The Company’s operating expenses were $838,138 for the three months ended March 31, 2026, compared to $1,219,799 for the three months ended March 31, 2025 was due to expanded sales and marketing, hardware/software upgrades to existing systems, business development, consultants and corporate operations, including the payment of an NRE fee of $490,000 during the three months ended March 31, 2025. During the three months ended March 31, 2026, the Company recorded $94,500 in stock based compensation for digital marketing services.

Other Expenses – During the three months ended March 31, 2026 and 2025, the Company recorded other expenses - net of $12,812 and $34,883, respectively. Other expenses include interest expense and other income includes interest income.

Interest expense was $23,349 and $34,926 for the three months ended March 31, 2026 and 2025, respectively.

During the three months ended March 31, 2026, and 2025, the Company recorded interest income of $10,537 and $43.

Net Loss - For the three months ended March 31, 2026, the Company had a net loss of $1,377,769, or ($0.04) per share, compared to a net loss of $1,512,382, or ($0.05) per share, for the three months ended March 31, 2025.

Liquidity and Capital Resources

Since inception, the Company has sustained substantial losses. Revenues have also fluctuated significantly from year to year. The Company had an accumulated deficit of $146,314,848 at March 31, 2026. The Company will need to continue to increase sales and/or rental of systems and services to achieve profitability in the future.

The Company’s ability to achieve its objectives is dependent on its ability to sustain and enhance its revenue stream and/or to raise capital until such time as the Company achieves profitability. To date, management has been successful in raising capital as needed for the continued operations of the Company. There is no guarantee that management will be able to continue to raise capital if needed in the future, and if able to raise these funds, obtaining this capital may not be on favorable terms.

The Company has cash on hand of $1,406,756 at March 31, 2026. The Company does not expect to generate sufficient revenues and positive cash flow from operations sufficiently to meet its current obligations, including a working capital deficiency of $334,061. However, the Company may seek to raise debt or equity-based capital at favorable terms, though such terms are not certain.

These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on the basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management’s strategic plans include the following:

	●	Execute business operations more fully during the current year.

	●	Expand its reach within nuclear cardiology with the launch of our PET-CT system which provides greater features and functions now available to nuclear cardiologists and their diagnostic capabilities.

	●	Enter the vast oncology market with its new PET-CT system with a faster, smaller, more economical solution for practices, hospitals, and patients.

	●	Explore and execute prospective strategic and partnership opportunities; and

●

Pursue to “Up-List” to a more prominent publicly reporting exchange with OTC Markets.

At March 31, 2026, the Company had current assets of $2,151,018 and total assets of $2,792,078 compared to March 31, 2025, when current assets were $3,339,186 and total assets were $3,999,649. The decrease in total assets is attributable primarily to a reduction in cash to meet working capital needs, depreciation of property and equipment and usage of prepaid assets expensed in the current period ended March 31, 2026.

Total liabilities at March 31, 2026, were $2,631,525 compared to $2,555,827 at December 31, 2025. Total liabilities were largely comprised of accounts payable and accrued expenses with 3^rd parties and related parties, deferred revenues, notes and other debt as well as its operating lease.

Net cash used in operating activities during the three months ended March 31, 2026, was $788,710 compared to $1,437,760 used in operating activities during the three months ended March 31, 2025.

Net cash used in investing activities during the three months ended March 31, 2026, was $0 compared to $0 used in investing activities during the three months ended March 31, 2025.

Net cash provided by (used in) financing activities was ($325,000) and $5,250,000 for the three months ended March 31, 2026, and 2025, respectively. During the three months ended March 31, 2026, cash from financing activities was comprised of $325,000 to repay debt owed to a related party. For the comparative prior period in 2025, the Company sold stock for cash totaling $8,000,000, repurchased and retired common stock with a third party stockholder for $2,500,000, received cash proceeds of $100,000 from the issuance of debt with a related party and repaid related party debt of $350,000

Off-Balance Sheet Arrangements

We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, the Company is not required to provide the information required by this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2026. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three months ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting (as defined in Rules 12a-15(f) and 15d-15(f) under Exchange Act) that occurred during the quarter ended March 31, 2026, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

Item 1A. Risk Factors

As a “smaller reporting company”, the Company is not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a) None.

(b) Corporate Governance

During the period covered by this Quarterly Report on Form 10-Q, there were no changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors.

(c) Insider Trading Arrangements and Policies

During the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit
Number		Description
31.1*		Certification of Principal Executive Officer, pursuant to Rule 13a-14a and 15-d-14a of the Securities Exchange Act of 1934
32.1*		Certification of Principal Executive Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**		Interactive Data File
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

__________

*	Filed herewith.
**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		POSITRON CORPORATION

Dated: May 15, 2026		/s/ Adel Abdullah
		Adel Abdullah
		President
		(Principal Executive and Financial Officer)

Three Months Ended March 31,

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