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
27, 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:
oÿ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
oÿ
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
oÿ
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
oÿ
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement
On May
27, 2005 Positron Corporation (the "Company") issued warrants to S. Lewis Meyer
("Meyer) to purchase 750,000 shares of the Company's common stock at $0.02 per
share (the "Exchange Warrants"). The warrants were issued in exchange for
warrants issued to Meyer in 1999 by the Company to purchase 1,500,000 shares of
the Company's common stock at $0.30 per share (the "Old 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"). All of the Old Warrants were surrendered in a
timely manner for exchange. The Exchange Warrants expires 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 1,500,000 warrants
surrendered by Meyer (750,000 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.
Item
1.02. Termination of a Material Definitive Agreement
In
connection with the transactions described in Item 1.01 above, the Company and
Meyer canceled the Old Warrants, which were exercisable for a total of 1,500,000
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 27, 2005 the Company issued the Exchange
Warrants and the Imagin 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 in a
transaction exempt from the registration requirements of the Act by virtue of
the exemptions provided for in Section 3(a)(9) and Section 4(2) of the Act. 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
issued to S. Lewis Meyer.
Exhibit
10.2 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 27, 2005 |
By: |
/s/ Gary H.
Brooks |
| |
Gary H. Brooks |
| |
President and Chief Executive
Officer |
EXHIBIT
INDEX
|
Exhibit
No. |
Description |
Page
No. |
|
10.1 |
Warrant
issued to S. Lewis Meyer. |
10.1-1 |
|
10.2 |
Warrant
issued to Imagin Diagnostic Centres, Inc. |
10.2-1 |