UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported)
May
12, 2005
|
POSITRON
CORPORATION |
|
(Exact
name of registrant as specified in its
charter) |
|
Texas |
000-24092 |
76-0083622 |
|
(State
or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S.
Employer
Identification
No.) |
|
1304
Langham Creek Drive, Suite 300, Houston, Texas |
|
77084 |
|
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
|
Registrant's
Telephone Number, Including Area Code |
|
(281)
492-7100 |
| |
|
(Former
name or former address, if changed since last
report) |
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
ÿ oWritten communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
ÿ oSoliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
ÿ oPre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
ÿ oPre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement
On May
12, 2005 Positron Corporation (the "Company") entered into a Warrant Purchase
Agreement (the "Purchase Agreement") with Carlos Sao Paulo, Sofia Salema Garcao,
Maria Madalena Pimental and José Maria Salema Garção (the "Warrant Holders") for
the exchange of warrants issued to them in 1999 by the Company for new warrants.
The warrant exchange was conducted pursuant to the financing transactions
entered into between the Company and Imagin Diagnostic Centres, Inc. ("Imagin")
on May 21, 2004 (the "Imagin financing"). Under the Purchase Agreement, the
Warrant Holders surrendered warrants exercisable for an aggregate of 7,650,000
shares of Common Stock at an exercise price of $0.30 per share (the "Old
Warrants"), for new warrants to purchase an aggregate of 3,825,000 shares Common
Stock at an exercise price of $0.02 per share (the "Exchange Warrants"). All of
the Old Warrants were surrendered by the Warrant Holders in a timely manner for
exchange. The Exchange Warrants expire on the later of (i) August 31, 2005, or
(ii) the date on which a registration statement filed with the Securities
Exchange Commission permitting
a sale of the shares issuable upon exercise of the warrant shall have become
effective and shall have remained effective for a period of six months.
The
Company is obligated to reissue the balance of the 7,650,000 warrants
surrendered by the Warrant Holders (3,825,000 warrants) to Imagin pursuant to
the Imagin financing (the "Imagin Warrants"). The Imagin Warrants allow the
holder to purchase shares of Positron's common stock for $0.02 per share during
an exercise period ending May 21, 2009. Concurrent with this transaction
Positron issued such warrants. In a related transaction, Positron amended an
aggregate of 7,650,000 warrants to purchase shares of its Common Stock at an
exercise price of $0.05 per share (the "Amended Warrants") to extend the
expiration date to the later of (i) August 31, 2005, or (ii) the date on which a
registration statement filed with the Securities Exchange Commission
permitting
a sale of the shares issuable upon exercise of the warrant shall have become
effective and shall have remained effective for a period of six months.
Item
1.02. Termination of a Material Definitive Agreement
In
connection with the transactions described in Item 1.01 above, the Company and
the Warrant Holders canceled the Old Warrants, which were exercisable for a
total of 7,650,000 shares of Common Stock. The information set forth under Item
1.01 "Entry into a Material Definitive Agreement" is incorporated herein by
reference.
Item
3.02. Unregistered Sales of Equity Securities
As
described in Item 1.01 above, on May 12, 2005 the Company issued the Exchange
Warrants, the Imagin Warrants and the Amended Warrants. None of such securities
nor the shares of the Common Stock issuable upon exercise thereof were
registered under the of Securities Act of 1933. The Company issued the Exchange
Warrants and the Amended Warrants in transactions exempt from the registration
requirements of the Act by virtue of the exemptions provided for in Regulation
S, Section 3(a)(9) and Section 4(2) of the Act. The Exchange Warrants may be
repurchased by the Company at $0.0001 per share at any time after August 31,
2004, provided the closing price of the Company's Common Stock on the OTC
Bulletin Board shall have been at least $0.25 per share for 20 consecutive
trading days. The Company issued the Imagin Warrants in a transaction exempt
from the registration requirements of the Act by virtue of the exemptions
provided for in Regulation S and Section 4(2) of the Act. The information set
forth under Item 1.01 "Entry into a Material Definitive Agreement" is
incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
(c) Exhibits
|
|
Exhibit 10.1 |
Warrant Purchase Agreement by and among
Positron Corporation, Carlos Sao Paulo, Sofia Salema Garcao, Maria
Madalena Pimental and José Maria Salema Garção dated May 12,
2005. |
| |
|
|
| |
Exhibit 10.2 |
Form of warrant issued in connection with
warrant exchange. |
| |
|
|
| |
Exhibit 10.3 |
Form
of amendment of warrant. |
| |
|
|
| |
Exhibit 10.4 |
Warrant issued to Imagin Diagnostic Centres,
Inc. |
| |
|
|
SIGNATURES
PURSUANT
TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS
DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO
DULY AUTHORIZED.
| |
|
|
| |
POSITRON
CORPORATION |
|
|
|
| Date: May 15, 2005 |
By: |
/s/ Gary H.
Brooks |
| |
Gary H. Brooks |
| |
President and Chief Executive
Officer |
EXHIBIT
INDEX
|
Exhibit
No. |
|
Description |
|
Page
No. |
| |
|
|
|
|
|
10.1 |
|
Warrant
Purchase Agreement by and among Positron Corporation, Carlos Sao Paulo,
Sofia Salema Garcao, Maria Madalena Pimental and, José Maria Salema Garção
dated May 12, 2005. |
|
10.1-1 |
| |
|
|
|
|
|
10.2 |
|
Form
of warrant issued in connection with warrant exchange. |
|
10.2-1 |
| |
|
|
|
|
|
10.3 |
|
Form
of amendment of warrant. |
|
10.3-1 |
| |
|
|
|
|
|
10.4 |
|
Warrant
issued to Imagin Diagnostic Centres, Inc. |
|
10.4-1 |