Positron Corp: issues $2,000,000 in promissory notes and warrants

What happened Positron Corp filed an 8-K reporting that on Sep 30, 2026 it issued three unsecured promissory notes in the aggregate principal amount of $2,000,000. One $1,500,000 Note was issued to George Ortiz, a $400,000 Note was issued to TISU Investments LTD (controlled by Director Tis Prager), and a $100,000 Note was issued to an unrelated third party. The Notes bear interest at 20% per annum, require an interim interest payment equal to 10% of original principal six months after issuance, and the unpaid principal is due on Sep 30, 2027. As additional consideration, the company issued common stock purchase warrants to purchase 300,000 shares to Mr. Ortiz, 80,000 shares to TISU, and 20,000 shares to the third party at an exercise price of $2.00 per share, exercisable through Dec 31, 2030. The filing also reports that on Sep 30, 2026 Mr. Ortiz exercised outstanding warrants to purchase 300,000 shares at $1.50 per share for aggregate gross proceeds of $450,000.

Key details

• Notes total: $2,000,000; $1,500,000 to George Ortiz, $400,000 to TISU Investments LTD, $100,000 to unrelated investor.
• Interest: 20% per annum; interim interest equal to 10% of original principal due six months after issuance; unpaid interest due at maturity or earlier repayment.
• Maturity and prepayment: unpaid principal due Sep 30, 2027; prepayment permitted without penalty.
• Warrants: 300,000 shares to Ortiz, 80,000 to TISU, 20,000 to the third party; $2.00 exercise price; exercisable through Dec 31, 2030.
• Other terms: notes unsecured; governed by Texas law; events of default include payment failure and certain bankruptcy events (involuntary bankruptcy order unstayed for 60 consecutive days causes automatic acceleration).

Why it may matter

• Item reported: Item 1.01 (entry into a material definitive agreement), with related reporting under Item 2.03 (creation of a direct financial obligation) and Item 3.02 (unregistered sales of equity securities) covering the Notes, the resulting debt obligation, and the issuance of warrants. The filing does not show why the insider traded or why the company acted.