POSITRON CORPORATION (OTCMKTS:POSC) Files An 8-K Entry into a Material Definitive Agreement
Item 9.01.Entry into a Material Definitive Agreement

On April 26, 2017, the Bankruptcy Court entered into an order confirming the Company’s Amended Plan of Reorganization. The terms of the Plan are more fully set forth in Item 9.01 below and are incorporated herein by reference.

Item 9.01.Bankruptcy or Receivership.

As previously disclosed on May 4, 2016, on August 28, 2015, three creditors of Positron Corporation (the “Registrant”) filed an involuntary Chapter 11 petition against the Registrant in the U.S. Bankruptcy Court for the Northern District of Texas, Lubbock Division (“Bankruptcy Court”) under Case No. 15-502015-rlj.

As previously disclosed, the Registrant and the petitioning creditors filed a joint motion to approve a structured dismissal agreement to bankruptcy rule 9019 on May 2, 2016. A hearing to consider approval of the structured dismissal agreement was to be held on June 22, 2016.

The structured dismissal agreement was not approved by the Bankruptcy Court, and on September 7, 2016 an Order for Relief was entered by the Bankruptcy Court.

On March 27, 2017, the Registrant filed a Plan of Reorganization (“Plan”) and Disclosure Statement (the “Disclosure Statement”) with the Bankruptcy Court.

The Plan was solicited by the Registrant and approved by the four classes entitled to vote on the Plan: Class 1-Claim of Tradex Global Advisors LLC (“Tradex”); Class 3-Priority Wage Claims; Class 5-General Unsecured Claims; and Class 6-General Unsecured Claims-Insider Notes of the Registrant.

On April 26, 2017, following a confirmation hearing, the Bankruptcy Court entered an order (“Confirmation Order”) confirming the Registrant’s amended Plan.

The following is a summary of the material terms of the Plan (capitalized terms used but not defined in this Current Report on Form 8-K have the meaning set forth in the Plan):

The Plan provided for the payment of administrative and certain priority claims in full, payment of $125,000 to Tradex from the sale of the Registrant’s real property located in Westmont, IL (“Westmont Real Property”), payment in full of priority wage claims in Class 3 over a period of thirty six (36) months, a distribution of a total of $50,000 to Class 5 General Unsecured Claims over a period of thirty six (36) months (representing approximately a 5% distribution) and granting Class 6 General Unsecured Claims-Insider Notes an option to convert their notes to equity in the Reorganized Company. All payments and distributions under the Plan were funded by the sale of the Westmont Real Property and by the going forward business operations of the Registrant.

On October 4, 2017, the Registrant was granted a Final Decree for Reorganization in Texas Court (the “Final Decree”). The Final Decree set forth a schedule for repayment of obligations which is currently being met. All shareholders class remained intact, except for the O’Brate Group and the Kittens whose 3,276,298 shares were returned to the Registrant’s treasury.

Item 9.01.Disposition of Assets

On April 17, 2017, the Registrant sold its Westmont Real Property. The terms of the sale of the Westmont Real Property are more fully set forth in Item 9.01 above and are incorporated herein by reference.

Item 9.01.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On or about February 27, 2018, a majority of the Registrant’s shareholders voted to remove Corey N. Conn as the Registrant’s sole member of the Board of Directors. Also on that date, Adel Abdullah was appointed to the Board of Directors.

On or about March 16, 2018, Corey N. Conn was terminated as the Registrant’s Chief Financial Officer and/or from any other office he may have had as of that date. Also on March 16, 2018, Adel Abdullah was appointed the Registrant’s President.

On May 25, 2018, Aaron Hargrave was appointed Vice President of the Registrant.

Adel Abdullah, 45, President and Director

Prior to his appointment as Director on February 27, 2018 and since 2006, Mr. Abdullah served as the Registrant’s Director of Service & Operations where he lead all technical and clinical efforts of the Registrant’s PET Systems, business operations and services. Mr. Abdullah has degree in Aerospace and Mechanical Engineering from University of Arizona. The Registrant believes as a result of Mr. Abdullah’s twenty three (23) years of experience in medical imaging and technology in multiple capacities and years of services with the Company, he is very qualified for the appointed position.

Aaron Hargrave, 32, Vice President

Prior to his appointment as Vice President on May 25, 2018 and since 2010, Mr. Hargrave served as the Registrant’s Clinical Applications Specialist, where he lead training, support, and clinical efforts of the Registrant’s PET Systems and Software. Mr. Hargrave has degree in Nuclear Medicine Technology from University at Buffalo. The Registrant believes as a result of Mr. Hargrave’s ten (10) years of experience in medical imaging and applications and years of service with the Company, he is qualified for the appointed position.

Item 9.01.Submission of Matters to a Vote of Security holders.

The disclosures set forth in Item 9.01 are hereby incorporated by reference to this Item 9.01.

Item 9.01Financial Statements and Exhibits

(d) Exhibits.

POSITRON CORP Exhibit
…
To view the full exhibit click here

About POSITRON CORPORATION (OTCMKTS:POSC)

Positron Corporation (Positron) is a nuclear medicine healthcare company. The Company specializes in the business of cardiac Positron Emission Tomography (PET). The Company operates through two segments: medical equipment and radiopharmaceuticals. Its segments operate in the nuclear medicine industry. Positron’s products and services enable healthcare providers to diagnose disease. Positron focuses on providing an end-to-end solution for PET myocardial perfusion imaging through complementary product integration of PET imaging systems, radiopharmaceuticals and radioisotopes. The Company offers Attrius, which is a PET system. Attrius is a PET scanner optimized for cardiology. Attrius is optimized for myocardial perfusion imaging. The Company is engaged in manufacturing and production of radioisotopes. Positron produces active pharmaceutical ingredient (API) grade Strontium-82 (Sr-82). The Company offers PosiRx, which is an automated dose preparation system.