UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934. |
| For the quarterly period ended |
September 30, 2015 |
Commission file number 000-29449
POSITRON CORPORATION
(Exact Name of Registrant as specified in
its charter)
| Texas |
|
76-0083622 |
| (State or Other Jurisdiction of Incorporation or |
|
(IRS Employer Identification No.) |
| Organization) |
|
|
| 530 Oakmont Lane, Westmont, Illinois |
|
60559 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (317)
576-0183
Indicate by check mark whether the issuer
(1) 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 ¨
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) 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 accelerated filer ¨ |
Accelerated
filer
¨ |
| Non-accelerated filer ¨ |
Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company
(as 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
POSITRON CORPORATION
TABLE OF CONTENTS
PART 1 – FINANCIAL INFORMATION
ITEM 1. Financial Statements
POSITRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
| | |
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 accompanying notes to consolidated financial
statements
POSITRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| | |
Three Months Ended | | |
Nine Months Ended | |
| | |
September 30,
2015 | | |
September 30,
2014 | | |
September 30,
2015 | | |
September 30,
2014 | |
| | |
| | |
| | |
| | |
| |
| Sales: | |
$ | 304 | | |
$ | 396 | | |
$ | 978 | | |
$ | 1,207 | |
| | |
| | | |
| | | |
| | | |
| | |
| Costs of sales: | |
| 197 | | |
| 392 | | |
| 597 | | |
| 1,130 | |
| | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
| 107 | | |
| 4 | | |
| 381 | | |
| 77 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| General and administrative | |
| 255 | | |
| 529 | | |
| 1,092 | | |
| 1,684 | |
| Research and development | |
| 2 | | |
| 126 | | |
| 127 | | |
| 348 | |
| Selling and marketing | |
| 20 | | |
| 56 | | |
| 86 | | |
| 144 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total operating expenses | |
| 277 | | |
| 711 | | |
| 1,305 | | |
| 2,176 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| (170 | ) | |
| (707 | ) | |
| (924 | ) | |
| (2,099 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense) | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| (141 | ) | |
| (679 | ) | |
| (419 | ) | |
| (1,809 | ) |
| Derivative gain (loss) | |
| 56 | | |
| (54 | ) | |
| 111 | | |
| 684 | |
| Other income | |
| - | | |
| 4 | | |
| 26 | | |
| 726 | |
| Gain on disposal of property and equipment | |
| - | | |
| - | | |
| 22 | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Total other income (expense) | |
| (85 | ) | |
| (729 | ) | |
| (260 | ) | |
| (399 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss before income taxes | |
| (255 | ) | |
| (1,436 | ) | |
| (1,184 | ) | |
| (2,498 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income taxes | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss and comprehensive loss | |
$ | (255 | ) | |
$ | (1,436 | ) | |
$ | (1,184 | ) | |
$ | (2,498 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted loss per common share | |
$ | (0.02 | ) | |
$ | (0.13 | ) | |
$ | (0.08 | ) | |
$ | (0.32 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted weighted average shares outstanding | |
| 14,276 | | |
| 10,838 | | |
| 14,205 | | |
| 7,704 | |
See accompanying notes to consolidated financial
statements
POSITRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| | |
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 | | |
$ | - | |
See accompanying notes to consolidated financial
statements
POSITRON CORPORATION AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 1. | Summary of Significant Accounting Policies |
For a summary of significant accounting
policies (which have not changed from December 31, 2014), see the Company’s Annual Report on Form 10-K for the year ended
December 31, 2014.
Basis of Presentation:
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 30, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary
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.
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.
All significant intercompany balances and
transactions have been eliminated.
Use of Estimates:
The 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.
Debt Discount:
Costs incurred with parties who are providing
long-term financing, which generally include the value of warrants or the fair value of an embedded derivative conversion feature,
are reflected as a debt discount and are amortized over the life of the related debt. 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.
Fair Value of Financial Instruments:
The carrying value of cash and cash equivalents,
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.
Fair 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 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.
| • | Level 1 — Quoted prices in active markets for identical
assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving
identical assets. |
| • | Level 2 — Quoted prices for similar assets and liabilities
in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived
valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically
obtained from readily-available pricing sources for comparable instruments. |
| • | Level 3 — Unobservable inputs, where there is little
or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions
that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. |
The following table presents the embedded
conversion derivative liability, the Company’s only financial liability measured and recorded at fair value on the Company’s
consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of September 30, 2015 (in thousands):
| | |
September 30, 2015 | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
| | |
| | | |
| | | |
| | | |
| | |
| Embedded conversion derivative liability | |
$ | 649 | | |
$ | - | | |
$ | - | | |
$ | 649 | |
The following table reconciles,
for the nine months ended September 30, 2015, the beginning and ending balances for financial instruments that are recognized at
fair value in the consolidated financial statements (in thousands):
| 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 | |
The fair value of the conversion features
are calculated at the time of issuance and the Company records a derivative liability for the calculated value using a Black-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.
Revenue Recognition:
The Company’s revenues are currently
derived from the sale of medical equipment products, maintenance contracts 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.
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), 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 Accounting Pronouncements:
In May 2014, the FASB issued Accounting
Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing
revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or
services are transferred to customers in an amount that reflects the consideration to which 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, in doing so, more judgment
and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP.
The standard is effective for annual periods
beginning after December 15, 2017, 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 or adopted accounting pronouncements
are not expected to, or did not have, a material impact on our financial position, results of operations or cash flows.
On November 18, 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, 2015 and became effective on April 18, 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.
On April 8, 2015, the effective date, every
400 shares of the Company’s issued 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 entitled, to one share.
Throughout this report, each 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, 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.
Since inception, the Company has expended
substantial resources on research and development and sustained losses. Due to the limited number of systems sold or placed into
service each year, revenues have fluctuated significantly from year to year and have not been sufficient to be operationally profitable.
The Company had an accumulated deficit of $127,200,000 and a stockholders’ deficit of $1,583,000 at September 30, 2015. The
Company will need to increase sales and apply the research and development advancements to achieve profitability in the future.
The Company will need to resume and increase sales of PET and radiopharmaceutical systems, services, radiopharmaceuticals and radioisotope
sales and apply the research and development advancements to achieve profitability in the future. There can be no assurance that
the Company will continue to be successful in selling products.
The Company 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
and debt financing to sustain business operations. These factors raise substantial doubt about the Company’s ability to continue
as a going concern.
On 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. 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.
Other assets at September 30, 2015 and
December 31, 2014 consisted of $201,000 and $201,000, respectively, in deposits paid to our joint venture partner, Neusoft for
Attrius® systems.
Inventories at September 30, 2015 and December
31, 2014 consisted of the following (in thousands):
| | |
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 | |
Inventories are stated 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.
Property and equipment at September 30,
2015 and December 31, 2014 consisted of the following (in thousands):
| | |
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 | |
| 7. | Accounts Payable and Accrued Liabilities |
Accounts payable and accrued liabilities
at September 30, 2015 and December 31, 2014 consisted of the following (in thousands):
| | |
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 | |
Basic loss per common share is based on
the weighted average number of common shares outstanding in each period and earnings adjusted for preferred stock dividend requirements.
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.
The following table sets forth the computation
of basic and diluted loss per share (in thousands, except per share data):
| | |
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 | ) |
Anti-dilutive securities (based on conversions
to common shares) not included in net loss per share calculation (in thousands):
| | |
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 | |
During the nine months ending September
30, 2015, the Company issued no convertible debentures.
During the nine months ended September
30, 2015 and 2014, the Company recognized $21,600 and $21,600, respectively, of interest expense on the Convertible Debentures.
| | |
September 30, 2015 | |
| | |
| |
| Convertible debentures | |
$ | 460 | |
| Debt discount | |
| (345 | ) |
| Net convertible debentures | |
$ | 115 | |
| 10. | Notes Payable and Advances from related parties |
On January 17, 2012, the Company assumed
from MIT a note payable with Los Alamos National Bank (“LANB”) in the amount of $700,000. 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, 2015
On April
29, 2015 DX, LLC (“DX”), 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 fees in the recorded amount of $481,950 from LANB. The note is currently due on demand and bears interest at 16.0% per annum
(default rate). The Company is currently in default and has received a demand letter from DX. The Company is currently negotiating
with the note holder. At September 30, 2015 the outstanding principal balance and accrued interest was $481,950 and $32,624, respectively.
The transfer of the debt constitutes an extinguishment of debt from LANB, but no gain or loss has been identified to the
Company.
On August 13, 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 8% Series J Secured Redeemable Convertible Preferred Stock (the “Series J Preferred Stock”). As of
September 30, 2015 , 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 agreements revoked.
As of September 30, 2015, the Company had
outstanding short term notes payable to its former CEO in the amount of $212,000 and to 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.
As of September 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.
The Company has entered into a capital
lease for equipment at interest rates of 7.25%, payable 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.
The Company’s total outstanding balance
under notes payable and advances in the amount of $1,139,286 are considered current debt.
2015
Effective April 8, 2015 (see Note 2), the
Company effected a 1-for-400 reverse stock split.
In 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.
In June 2015, the Company purchased and
retired 12,567 shares of Series A Preferred Stock.
2014
On April 16, 2014 the Company increased
their authorized common shares by 7,500,000 and preferred shares by 125,000. 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.
On 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.
In August 2014, the Company 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.
For all of the Company’s stock-based
compensation plans, the 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, the risk-free interest rate, the dividend yield (which is assumed to
be zero, as the Company has not paid cash dividends to date and does not currently expect to pay cash 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 over a period commensurate with the expected life of the share option as well as other factors. 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.
In 2015, the Board extended the outstanding
options to January 17, 2020. The options vest immediately and company recognized compensation expense of $159,000 during the first
quarter of 2015.
Fair market value using the Black-Sholes
option-pricing model was determined using the following assumptions:
| Expected life (years) | |
| 5 | |
| Risk free rate of return | |
| 1.29 | % |
| Dividend yield | |
| 0 | |
| Expected volatility | |
| 293 | % |
| 13. | Related Party Transactions |
2015
During the period January 1, 2015
through September 30, 2015, the Company received advances in the amounts of $60,000 from a significant shareholder of the
Company and $75,000 from an entity controlled by its former CEO to fund operations.
During the period January 1, 2015
through September 30, 2015, the Company repaid $77,663 to its former CEO for related advances.
On April 29, 2015 DX, LLC (“DX”),
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 fees in the recorded amount of $481,950 from
LANB. The note is currently due on demand and bears interest at 16.0% per annum (default rate). The Company is currently in default
and has received a demand letter from DX. 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
During the period January 1, 2014 through
September 30, 2014, the Company repaid $222,500 to its former CEO from related advances.
During the period January 1, 2014 through
September 30, 2014, the Company repaid $190,000 to its CFO from related advances.
During 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.
During the period January 1, 2014 through
September 30, 2014, the Company converted convertible notes to its CFO in the amount of $350,000 to common stock.
During the period January 1, 2014 through
September 30, 2014, the Company paid consulting fees in the amount of $67,000 to the brother of the Company’s then CEO.
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).
On June 25, 2014, the CFO converted 2,500,000
shares of Series H preferred stock to 173,611 shares of common stock (post-split).
On September 5, 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.
As of September 30, 2014, $100,000 of convertible
debt and $313,000 of advances are owed to the Company’s former CEO.
As of September 30, 2014, $310,000 of advances
is owed to the Company’s CFO.
Lease Agreements
On March 30, 2015, the Company entered
into an agreement to terminate an operating lease with a third party for space in Fishers, Indiana. 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.
On April 19, 2010, the Company entered
into an operating lease agreement with a third party for warehousing and office space in Niagara, New York. The lease expires in
May 2016, with an option to renew for an additional three years. Monthly rent is $1,600.
On December 5, 2011, MIT entered into an
operating lease with a third party for space for warehousing at a building in Lubbock, Texas. The Company will be required to make
payments of $1,475 each month from month to month.
The 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.
Litigation
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.
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
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.
On October 8, 2014, the Company accepted service of a Summons and Complaint in an action commenced by
the Securities and Exchange Commission (the “Commission), in the United States District Court for the Southern District of
Florida. The complaint alleges the Company’s former Chairman, CEO and principal stockholder and the Company engaged 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.
On September 8, 2015, Positron 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, 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.
We have aggregated our 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.
We evaluate a segment’s performance
based primarily upon operating income before corporate expenses.
Corporate assets consist primarily of cash
but also include plant and equipment associated with our headquarters. These items (and income and expenses related to these
items) are not allocated to the segments. Unallocated income/expenses include interest income, 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.
The following table represents sales, operating
loss and total assets attributable to these business segments for the periods indicated (in thousands):
| | |
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 | |
The Company has evaluated all events that
occurred after the balance 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:
In October 2015, the Company received advances
in the amount of $100,000 from a non-affiliated shareholder of the Company to fund operations the terms of which have not yet been
determined.
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company is including the following
cautionary statement in this Quarterly Report on Form 10-Q to make applicable and utilize the safe harbor provision of the Private
Securities Litigation Reform Act of 1995 regarding 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,
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 accomplished
Overview
Positron Corporation is a nuclear medicine
healthcare company specializing in the business of 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.
Positron’s products and services
enable healthcare providers to more accurately diagnose disease and improve patient outcomes, while practicing cost effective medicine.
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 goal is to gain a dominant market
position with strong earnings potential, ultimately becoming a sustained, long-term value creator for industry participants and
our shareholders.
The Company
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.
An important factor 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.
The Company believes that vertical integration
will help to secure and stabilize the supply chain, significantly reduce costs and industry uncertainties, and accelerate the adoption
and growth of the cardiac PET modality.
Positron 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 believes PET is the future of
nuclear cardiology and Positron’s ability to offer the award-winning nuclear imaging technology and clinical services supplemented
by the supply of key radioisotopes positions Positron as the industry’s authority in the business of cardiac PET.
Positron intends to maximize market share
by offering cost-effective, value added solutions to end-users that meet the current and future nuclear cardiology market demands.
PET vs. SPECT
There are two main imaging modalities utilized
in nuclear cardiology: Single Photon Emission Computed Tomography, or SPECT, and Positron Emission Tomography, or PET.
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).
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.
Barriers to
entry
For 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.
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).
The Sr-82 isotope decays to produce the
Rb-82 tracer utilized in cardiac PET studies. Rb-82 is the most commonly used cardiac PET tracer in the United States. The FDA
approved Rb-82 in 1989 for use in the detection of coronary artery disease and the Health Care Financing Administration approved
reimbursement for Rb-82, PET MPI, in 1995 as a first line test in symptomatic patients.
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, the industry suffered a Sr-82 shortage in January 2011, effecting supply
of Rb-82 generators. The same year Bracco Diagnostics Inc., the sole market supplier of the Rb-82 generator, underwent a voluntary
recall of generators, further stunting industry sales and growth. 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 acutely 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. 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-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.
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.
Our Market
According 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 Nuclear Medicine helps in the diagnosis,
management and prevention of cardiovascular disease (CVD) in patients. Radiopharmaceuticals are injected into a patient to provide
the most accurate, non-invasive test for identifying narrowed coronary arteries, mild cholesterol build-up or diffuse coronary
vascular disease, conditions that are responsible for almost all heart attacks.
Cardiovascular disease is the leading cause
of death in the United States and constitutes 17% of overall national health expenditures (Forecasting the Future of Cardiovascular
Disease in the United States, American Heart Association, 2011). Direct CVD costs are projected to increase from $273 Billion,
in 2010, to $818 Billion, in 2030; with indirect costs, due to lost productivity, expected to rise from $172 Billion to $276 Billion
by 2030.
Market Potential
Although the cardiac PET industry since
2011 has experienced its most challenging years ever, it enabled the Company to aggressively pursue its strategy of aggregating
and integrating the key components critical in securing the cardiac imaging supply chain. Positron is dedicated to lowering the
barriers that have been constricting, or could later constrict, the progress of medical advancements in cardiac PET. Through our
efforts to supplement the supply of key radioisotopes and our ability to offer innovative products and services, management is
attempting to position Positron to become the industry’s only end-to-end solutions provider.
We believe that Positron may potentially
be able to vertically integrate the fragmented “single source supplier environment” that exists in the cardiac PET
market today and that these initiatives are intended to drive the Company towards consistent profitability and cash flow.
Results of
Operations
Comparison
of the Results of Operations for the Three Months ended September 30, 2015 and 2014
The Company experienced a $255,000 net
loss for the three months ended September 30, 2015 compared to a net loss of $1,436,000 for the three months ended September 30,
2014. The decrease in the loss for the current three month period as compared to the same period last year is attributed primarily
to a decrease in expenses.
Revenues – Service
revenues for the three months ended September 30, 2015 were $304,000 as compared to $396,000 for the three months ended September
30, 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.
Gross Margin - Gross
margin for the three months ended September 30, 2015 and 2014 was $107,000 and $4,000, respectively. This was due to a decrease
in personnel during the three months ended September 30, 2015.
Operating Expenses - 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.
The 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.
Sales and marketing 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.
General and administrative expenses during
the three months ended September 30, 2015 were $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.
Other Income (Expenses) -
Interest expense was $141,000 for the three months ended September 30, 2015 and includes $115,000 for the accretion of the convertible
debentures discount and $26,000 for interest payable on the debt. Interest expense was $679,000 for the three months ended September
30, 2014 and includes $663,000 for the accretion of the convertible debentures discount and $16,000 for interest payable on the
debt.
During the three months ended September
30, 2015 and 2014, the Company also recorded derivate gain/(loss) of $56,000 and ($54,000), respectively, in connection with the
embedded conversion derivative liabilities related to convertible debt.
During the three months ended September
30, 2014, the Company 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 Loss – For the
three months ended September 30, 2015, the Company had a net loss of $255,000, or $0.02 per share, compared to a net loss of $1,436,000,
or $0.13 per share, for the three months ended September 30, 2014.
Comparison of the Results of Operations
for the Nine Months ended September 30, 2015 and 2014
The Company experienced a net loss of $1,184,000
for the nine months ended September 30, 2015 compared to a net loss of $2,498,000 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.
Revenues – Service
revenues for the nine months ended September 30, 2015 were $978,000 as compared to $1,207,000 for the nine months ended September
30, 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.
Gross Margin - Gross
margin for the nine months ended September 30, 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.
Operating Expenses - Operating
expenses for the nine months ended September 30, 2015 were $1,305,000 compared to $2,176,000 for the nine months ended September
30, 2014.
The Company recorded $127,000 in research and development costs
during the nine months ended September 30, 2015, compared to $348,000 for the nine 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® 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 and marketing expenses for the nine
months ended September 30, 2015 and 2014 were $86,000 and $144,000, respectively and were lower in 2015 due to the Company’s
efforts to limit expenditures. 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.
Other 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.
During the nine 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.
During 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 Loss – For the
nine months ended September 30, 2015, the Company had a net loss of approximately $1,184,000, or $0.08 per share, compared to a
net loss of $2,498,000, or $0.32 per share, for the nine months ended September 30, 2014.
Liquidity and Capital Resources
At September 30, 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.
Cash and cash equivalents at September
30, 2015 were $28,000 compared to $208,000 at December 31, 2014. Accounts receivable were $147,000 at September 30, 2015 compared
to $175,000 at December 31, 2014.
Current liabilities include accounts payable
and accrued expenses of $944,000 at September 30, 2015.
Net cash used in operating activities was
$545,000 and $1,883,000 for the nine months ended September 30, 2015 and 2014, respectively
Net cash provided by investing activities
was $45,000 for the nine months ended September 30, 2015, and net cash used by investing activities was $8,000 for the nine months
ended September 30, 2014.
Net cash provided by financing activities
was $320,000 and $951,000 for the nine months ended September 30, 2015 and 2014, respectively.
The Company's ability to achieve its objectives
is dependent on its ability to sustain and enhance its revenue stream and to continue to raise funds through loans, credit and
the private placement of restricted securities until such time as the Company achieves profitability. To date, management has been
successful in raising cash on an as-needed basis for the continued operations of the Company. There is no guarantee that management
will be able to continue to raise needed cash in this fashion.
On 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 capital.
The 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 plans
The Company has no material commitments
for capital expenditures at this time.
Off-Balance sheet Arrangements
The Company has no “off balance sheet”
source of liquidity arrangements.
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
We are a smaller reporting company as defined
by 17 C.F.R. 229(10(f)(i) and are not required to provide information under this item.
ITEM 4 – CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and
Procedures
Based upon an evaluation of the effectiveness
of disclosure controls and procedures, our Chief Financial Officer ("CFO") has concluded that as of the end of the period
covered by this Quarterly Report on Form 10-Q our 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 recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC
and is accumulated and communicated to management, including the CFO, as appropriate to allow timely decisions regarding required
disclosure. As reported in our Annual Report on Form 10-K for the year ended December 31, 2014, the Company’s financial officer
has determined that there is a material weakness in our disclosure controls and procedures.
Notwithstanding the foregoing, we have
identified the following material weaknesses in our disclosure procedures:
Audit 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.
Disclosures of Related Party Transactions
– The Company restated its financial statements for each of the first three quarters of 2014 following review of the Company’s
related party disclosures during such periods.
The 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.
Changes in Internal Control over Financial
Reporting
There have not been any changes in the
Company's internal control over financial reporting during the quarter ended September 30, 2015 that have materially affected,
or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1 – LEGAL PROCEEDINGS
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
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.
On October 8, 2014, the Company accepted
service of a Summons and Complaint in an action commenced by the Securities and Exchange Commission (the “Commission), in
the United States District Court for the Southern District of Florida. The complaint alleges the Company’s former Chairman,
CEO and principal stockholder and the Company engaged 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.
On September 8, 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, 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 time to time, we are a party to legal
proceedings arising in the ordinary course of business. We are not currently a party to any other legal proceedings that we believe
could have a material adverse effect on financial condition or results of operations.
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
None.
ITEM 6 – EXHIBITS
| 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 |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| 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) |
Exhibit 31.1
I, Joe Oliverio, certify that:
| 1. |
I have reviewed this quarterly report on Form 10-Q of Positron Corporation (the “Registrant”); |
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| 4. |
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| |
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| |
c) |
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| |
d) |
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. |
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| |
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
| |
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| Dated: November 23, 2015 |
/s/ Joseph G. Oliverio |
| |
Joseph G. Oliverio |
| |
President, Chairman of the Board |
| |
(principal executive officer) |
Exhibit 31.2
I, Corey Conn, certify that:
| 1. |
I have reviewed this quarterly report on Form 10-Q of Positron Corporation; |
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| 4. |
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| |
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| |
c) |
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| |
d) |
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. |
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| |
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
| |
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| Dated: November 23, 2015 |
/s/ Corey Conn |
| |
Corey Conn |
| |
Chief Financial Officer |
| |
(principal accounting officer) |
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section
1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002
In connection with the Quarterly Report
of Positron Corporation (the “Registrant”) on Form 10-Q for the fiscal quarter ended September 30, 2015 as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), Joe Oliverio, as Chairman of the Board hereby
certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
(1) The Report fully complies with the
requirements of section 13 (a) or 15 (d), as applicable of the Securities Exchange Act of 1934; and
(2) The information contained in the Report
fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
| Dated: November 23, 2015 |
/s/ Joseph G. Oliverio |
| |
Joseph G. Oliverio |
| |
President, Chairman of the Board |
| |
(principal executive officer) |
A signed original of this written statement
required by Section 906 has been provided to Positron Corporation and will be retained by Positron Corporation and furnished to
the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section
1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002
In connection with the Quarterly Report
of Positron Corporation (the “Registrant”) on Form 10-Q for the fiscal quarter ended September 30, 2015 as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), Corey Conn, as Chief Financial Officer hereby
certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
(1) The Report fully complies with the
requirements of section 13 (a) or 15 (d), as applicable of the Securities Exchange Act of 1934; and
(2) The information contained in the Report
fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
| Dated: November 23, 2015 |
/s/ Corey Conn |
| |
Corey Conn |
| |
Chief Financial Officer |
| |
(principal accounting officer) |
A signed original of this written statement
required by Section 906 has been provided to Positron Corporation and will be retained by Positron Corporation and furnished to
the Securities and Exchange Commission or its staff upon request.
Positron (PK) (USOTC:POSC)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
Positron (PK) (USOTC:POSC)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024
