SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
|
Date
of report (Date of earliest event reported) |
February
28, 2005 |
|
POSITRON
CORPORATION |
|
(Exact
Name of Registrant as Specified in Its
Charter) |
|
Texas |
000-24092 |
76-0083622 |
|
(State
or Other Jurisdiction of Incorporation) |
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
|
1304
Langham Creek Drive, Suite 300, Houston, Texas 77084 |
95472 |
|
(Address
of Principal Executive Offices) |
(Zip
Code) |
|
(281)
492-7100 |
|
(Registrant's
Telephone Number, Including Area Code) |
| |
|
(Former
Name or Former Address, if Changed Since Last Report) |
| |
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
ITEM 1.01
Entry
into a Material Definitive Agreement.
On March
21, 2005, Positron Corporation ("Positron") issued a press release ("Release")
announcing that effective February 28, 2005 it entered into a series of
agreements with Solaris Opportunity Fund, L.P. ("Solaris") pursuant to which
Solaris agreed to purchase from Positron 10% convertible secured notes in the
aggregate principal amount of $1,000,000. Solaris purchased notes in the
principal amounts of $200,000 and $800,000 on March 4, 2005 and March 17, 2005,
respectively. If the notes are converted in full into common stock, Solaris will
control approximately 29% of Positron's outstanding common stock, based on the
58,185,803 shares outstanding as of February 28, 2005.
Simple
interest accrues on the notes at the rate of 10% per annum and is payable
annually. However, in the event that interest on all outstanding notes of
Positron exceeds 50% of Positron's operating cash flow, interest is payable, at
the option of Positron, in cash and new notes. Subject to acceleration, the
notes are due on March 6, 2007. In the event Positron defaults in the payment of
principal or interest on the notes, does not obtain shareholder approval prior
to January 1, 2006 to amend its Articles of Incorporation to increase its
authorized shares of common stock to allow for full conversion of the notes,
becomes subject to certain bankruptcy proceedings, or otherwise breaches the
terms of the notes, all amounts owing on the notes become immediately due and
payable. To secure payment of principal and interest owing under the notes,
Positron has granted to Solaris a subordinated security interest in all of its
assets.
The notes
are initially convertible into a new Series E Preferred Stock that in turn is
convertible into an aggregate of 22,000,000 million shares of Positron's common
stock. The notes and the underlying securities have not been registered under
the Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
Full
convertibility of the Series E Preferred shares into Positron's common stock
will require an amendment to Positron's Articles of Incorporation which must be
approved by Positron's shareholders. Positron has agreed to promptly seek such
approval.
Patrick
G. Rooney, Chairman of the Board of Positron is the manager of the general
partner of Solaris.
A copy of
the Release is attached as Exhibit 99.1 to this Report and is incorporated
herein by reference.
ITEM 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information set forth under Item 1.01 "Entry into a Material Definitive
Agreement" is incorporated herein by reference.
Safe
Harbor Statement
Statements
contained in the exhibits to this report that state Positron's or its
management's expectations or predictions of the future are forward-looking
statements intended to be covered by the safe harbor provisions of the
Securities Act of 1933 and the Exchange Act. The Company's actual results could
differ materially from those projected in such forward-looking statements.
Factors that could affect those results include those mentioned in the documents
that the Company has filed with the Securities and Exchange Commission.
ITEM
9.01. Financial
Statements and Exhibits
(c)
Exhibits.
|
Exhibit
4.1* |
Statement
of Designation Establishing Series E Preferred Stock of Positron
Corporation |
|
Exhibit
10.1* |
Note
Purchase Agreement dated February 28, 2005 between Positron and Solaris
Opportunity Fund, L.P. |
|
Exhibit
10.2* |
Form
Secured Convertible Promissory Note |
|
Exhibit
10.3* |
Security
Agreement dated February 28, 2005 between Positron and Solaris Opportunity
Fund, L.P. |
|
Exhibit
10.4* |
Registration
Rights Agreement dated February 28, 2005 between Positron and Solaris
Opportunity Fund, L.P. |
|
Exhibit
10.5* |
Secured
Convertible Promissory Note dated March 7, 2005 in the principal amount of
$200,000 |
|
Exhibit
99.1 |
Press
Release dated March 21, 2005, entitled "Positron Corporation Receives
Final Installment from Sales of $2 Million in Convertible Notes to IMAGIN
Diagnostic Centres, Inc.; Institutional Investor Commits to Additional
Funding of US$1 Million" |
*Incorporated
by reference from the Company's Amendment to its Annual Report on Form 10-KSB/A
filed on April 19, 2005 (File No. 000-24092).
SIGNATURES
PURSUANT
TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS
DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO
DULY AUTHORIZED.
| |
|
|
| |
POSITRON
CORPORATION |
|
|
|
| Date: April 19, 2005 |
By: |
/s/ Gary H.
Brooks |
| |
Gary H. Brooks |
| |
CEO and
CFO |