POSC 10-K & 10-Q changes, risk factors and insider trading
Positron Corp. · OTC · Electromedical & Electrotherapeutic Apparatus · CIK 844985 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Investing in our common stock involves a high degree of risk. You should consider carefully the risks, uncertainties and other factors described below, in addition to the other information set forth in this Form 10-K, before making an investment decision. Any of these risks, uncertainties and other factors could materially and adversely affect our business, financial condition, results of operations, cash flows or prospects. In that case, the market price of our common stock could decline, and you may lose all or part of your investment in our common stock. See also “Cautionary Statement Regarding Forward-Looking Statements.””
New heading “Strategic Initiatives”
New heading “Operational Execution”
New heading “Expansion in Nuclear Cardiology”
New heading “Expansion into Oncology and Additional Clinical Applications”
New heading “Strategic Partnerships and Business Development”
New heading “Capital Markets Strategy”
New heading “Requirements associated with being a reporting company will increase our costs significantly, as well as divert significant company resources and management attention.”
New heading “If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.”
New heading “Dependence upon third-party suppliers and the availability of certain radiopharmaceuticals.”
Removed heading “Forward-Looking Statements”
Removed heading “ITEM 1. Business”
Removed heading “Nature of Business”
Removed heading “Corporate History”
Removed heading “Our Products and Key Components”
Removed heading “PET Imaging Systems: Support and Service”
Removed heading “Radiopharmaceuticals: Manufacturing, Processing & Distribution”
Removed heading “Radioisotopes: Production & Distribution”
Removed heading “Market Opportunity”
Removed heading “Molecular Imaging Devices for Cardiology”
Removed heading “Barriers To Entry”
Removed heading “Competitive Strengths”
Removed heading “Sales and Marketing”
Removed heading “Customer Care, Service and Warranty”
Removed heading “Third party Reimbursement”
Removed heading “Joint Venture with Neusoft Medical Systems Co., Ltd.”
Removed heading “Research and Development”
Removed heading “Patent, Trademarks and Royalty Arrangements”
Removed heading “Product Liability and Insurance”
Removed heading “Available Information”
Removed heading “ITEM 1A. Risk Factors”
Largest changes
“We cannot assure you that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the control deficiencies that led to our material weaknesses in our internal controls over financial reporting or that they will prevent or avoid potential future material weaknesses. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal controls over financial reporting may be discovered in the future. …”see in full comparison
“If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.”see in full comparison
“The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the U.S. Securities and Exchange Commission (SEC) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. We are also continuing to improve our internal control over financial reporting. …”see in full comparison
“Investing in our common stock involves a high degree of risk. You should consider carefully the risks, uncertainties and other factors described below, in addition to the other information set forth in this Form 10-K, before making an investment decision. Any of these risks, uncertainties and other factors could materially and adversely affect our business, financial condition, results of operations, cash flows or prospects. In that case, the market price of our common stock could decline, and you may lose all or part of your investment in our common stock. …”see in full comparison
“Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business, including increased complexity resulting from our international expansion. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future. …”see in full comparison
History of Losses. To date, the Company has been unable to sell its products in quantities sufficient to be operationally profitable. Consequently, the Company has sustained substantial losses. During the year ended December 31,see in full comparison2014,2025, the Company had a net loss ofapproximately $3,678,000$10,603,392 compared to a net loss ofapproximately$2,379,092$7,104,000forduringthe2013.year ended December 31, 2024. At December 31,2014,2025, the Company had an accumulated deficit ofapproximately $127,110,000.$144,937,079. There can be no assurances that the Company will ever achieve the level of revenues needed to be operationally profitable in the future and if profitability is achieved, thatitwill be sustained.Due to the limited number of products that have been sold in each fiscal period, the Company’s revenues have fluctuated, and may likely continue to fluctuate significantly from quarter to quarter and from year to year. The opinion of the Company’s independent auditors for the year ended December 31, 2013 expressed doubt as to the Company’s ability to continue as a going concern. The Company will need to obtain additional capital and increase product sales to become profitable.
Full comparison: every changed paragraph (140)
Investing in our common stock involves a high degree of risk. You should consider carefully the risks, uncertainties and other factors described below, in addition to the other information set forth in this Form 10-K, before making an investment decision. Any of these risks, uncertainties and other factors could materially and adversely affect our business, financial condition, results of operations, cash flows or prospects. In that case, the market price of our common stock could decline, and you may lose all or part of your investment in our common stock. See also “Cautionary Statement Regarding Forward-Looking Statements.”
PART I
Forward-Looking Statements
This report contains various
forward-looking statements regarding our business, financial condition, results of operations and future plans and projects. Forward-looking
statements discuss matters that are not historical facts and can be identified by the use of words such as “believes,”
“expects,” “anticipates,” “intends,” “estimates,” “projects,” “can,”
“could,” “may,” “will,” “would” or similar expressions. In this report, for example,
we make forward-looking statements regarding, among other things, our expectations about the rate of revenue growth in specific
business segments and the reasons for that growth and our profitability, our expectations regarding an increase in sales, strategic
traction and sales and marketing spending, uncertainties relating to our ability to compete, uncertainties relating to our ability
to increase our market share, changes in coverage and reimbursement policies of third-party payers and the effect on our ability
to sell our products and services, the existence and likelihood of strategic acquisitions and our ability to timely develop new
products or services that will be accepted by the market.
Although these forward-looking
statements reflect the good faith judgment of our management, such statements can only be based upon facts and factors currently
known to us. Forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control.
As a result, our actual results could differ materially from those anticipated in these forward-looking statements as a result
of various factors, including those set forth below under the caption “Risk Factors.” For these statements, we claim
the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
You should not unduly rely on these forward-looking statements, which speak only as of the date on which they were made. They give
our expectations regarding the future but are not guarantees. We undertake no obligation to update publicly or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, unless required by law.
ITEM 1. Business
Organization
Positron Corporation (the "Company"
or “Positron”) was incorporated under the laws of the State of Texas in 1983. Unless the context requires otherwise,
in this report the terms “we,” “us”, “our”, “the Company”, and Positron refer to
Positron Corporation.
Nature of Business
Positron Corporation is a nuclear
medicine healthcare company specializing in the field of cardiac Positron Emission Tomography (PET) imaging - the gold standard
diagnostic test in nuclear cardiology.
Positron’s products and
services enable healthcare providers to more accurately diagnose disease and improve patient outcomes, while practicing cost effective
medicine. Positron is the only company that intends to provide an economical, end-to-end solution for PET myocardial perfusion
imaging through complementary product integration of PET imaging systems, radiopharmaceuticals and radioisotopes.
Our mission is to facilitate
the stabilization, security and growth of the cardiac PET industry by providing cardiologists with: an economical, high-quality,
PET imaging system; a reliable supply of radiopharmaceuticals for imaging procedures, and a comprehensive clinical, technical,
support and service program.
Corporate History
Positron Corporation was incorporated
as a Texas corporation in 1983 with its corporate offices in Westmont, Illinois, and other facilities in Lubbock, Texas and Niagara,
New York.
On June 30, 2005, the Company
entered into a Joint Venture Contract with Neusoft Medical Systems Co., Inc. of Shenyang, in the People's Republic of China ("Neusoft").
Pursuant to the Joint Venture Contract, the parties formed a jointly-owned company, Neusoft Positron Medical Systems Co., Ltd.
(the “JV Company”), to engage in the manufacturing of PET and PET/CT medical imaging equipment. The JV Company received
its business license and was organized in September 2005. Positron currently holds a 1% interest in the JV Company.
On January 17, 2012, the Company
acquired all of the membership interests and retained all employees of Manhattan Isotope Technology, LLC (“MIT”) based
in Lubbock, Texas. In exchange, MIT’s previous owners shall receive cash advances, shares of Positron Common Stock, the assumption
of certain indebtedness and earnout consideration of up to $3,500,000 based on 20 percent of the net income from sales relating
to radioisotope and radiopharmaceutical operations of MIT through December 31, 2018. MIT is the only commercial resource in the
United States with practical knowledge and experience in all stages of strontium-82 (Sr-82) production and spent generator lifecycle
management. Positron will focus on increasing Sr-82 supply through the processing of proton irradiated target material from domestic
and foreign suppliers and recycling Sr-82 from spent generators. MIT has become the first supplier to provide Active Pharmaceutical
Ingredient (API) grade Sr-82 in the U.S. besides the United States Department of Energy. In an effort to expand Positron’s
radioisotope product offerings, MIT possesses the unique and specialized expertise in the production of additional radioisotopes
that are currently only supplied by the U.S. Government.
On June 27, 2011, the Company
formed Positron Isotope Corporation, a wholly-owned subsidiary, for the development of a cyclotron for the manufacture of isotopes
to be used for commercial use and resale.
On June 26, 2014, the Company
formed C70 Isotopes, Inc., a Texas corporation and wholly-owned subsidiary (“C70”). On July 11, 2014 the Company entered
into a non-binding Memorandum of Agreement (“MOA”) with a large university located in Texas to develop and operate
a 70 megavolt cyclotron facility dedicated to the manufacture of isotopes including research and development and other cyclotron
related services. The location of the facility would be on property associated with the university.
The Company
Positron, a pioneer in cardiac
PET, is well branded in the field of nuclear cardiology. Positron has gained significant traction in the industry based on its
imaging technology and strong commitment towards advancing cardiac care. Originally a research & development company, Positron
has expanded from a medical imaging device manufacturing to a company which is integrating the key components of the cardiac PET
supply chain to offer an end-to-end solution for the nuclear cardiology market. Led by an experienced management team, Positron
is moving towards becoming a true business enterprise with strong recurring revenue generating business model scalable to the global
marketplace.
The Company believes that our
unique products, market position and vertical integration strategy will stabilize and secure the supply chain, significantly reducing
costs and industry uncertainties and leading to further adoption and growth of the cardiac PET modality.
Positron, through an acquisition
of MIT, is the only commercial resource in the U.S. with practical knowledge and experience in all stages of Strontium-82 (Sr-82)
production and spent generator lifecycle management. Positron seeks to secure both the short and long-term supply of radioisotopes
used in cardiac PET imaging. Currently, the Company is producing Active Pharmaceutical Ingredient (API) grade Sr-82 at its Lubbock,
Texas, facility from Sr-82 received from foreign irradiated source suppliers. The Company intends to further supplement strontium
resources by pursuing additional supply agreements with all available domestic and foreign irradiated source suppliers and through
recycling expired generators. Positron seeks to secure a long-term North America supply of medical radioisotopes for cardiac PET
imaging by building and operating the world’s largest commercial high energy/high current cyclotron (70MeV) within the U.S.
This 70 MeV cyclotron will be at the heart of providing a reliable, dependable, and indigenous supply of radioisotopes, stabilizing
and building confidence in the PET market and nuclear medicine community overall. Securing a reliable supply of radioisotopes should
also increase the demand for Positron’s complementary products: pharmaceuticals, imaging equipment and services.
Positron’s business strategy
is to gain a dominant market share through the vertical integration of such key components as: imaging technologies, clinical services,
radiopharmaceutical and radioisotope processing, production, supply and distribution. Positron intends to maximize market share
by offering cost-effective, value added solutions to end-users that meet the current and future market demands of nuclear cardiology.
Our Products and Key Components
The Company offers a range of products and services
for nuclear imaging community that are discussed below.
PET Imaging Systems: Support and Service
Attrius® is the only FDA approved dedicated PET
scanner optimized for cardiac imaging. Attrius was named the “Most Innovative Device of 2010” by the renowned business
research and consulting firm Frost & Sullivan. The Attrius provides a robust, cardiac specific imaging software package designed
to ensure effortless interpretation for today’s most challenging clinical cases for nuclear cardiologists. Heart disease
specific software includes the ability to monitor therapy, coronary artery overlay display, and open architecture for new protocol
development and customization and motion correction software. The Attrius is targeted for cardiac clinics and is designed to meet
the performance, budget and space needs of the most demanding cardiologists.
Positron has further advanced
its product portfolio with the addition of Coronary Flow Reserve (CFR) software. The University of Texas Health Science Center
at Houston has received FDA approval for the CFR quantification software, to be used with Positron’s Attrius PET scanner.
Positron is licensed to distribute and support this software, a clear differentiator in patient diagnosis.
Positron offers a comprehensive
world-class clinical, technical, and service customer care plan, through its PosiStar® customer care services. PosiStar includes:
24/7 clinical and service support; uptime guarantees; remote access diagnostic/maintenance; physician interpretation training;
billing training; nurse training; post-install physician over-reads; ICANL approval assistance; 6 months evaluation/assessment;
industry luminary collaboration, etc. PosiStar is a fee-based service, typically for one to five years.
Radiopharmaceuticals: Manufacturing, Processing
& Distribution
Positron intends to couple an
Sr-82/Rb-82 generator, or other radiopharmaceuticals used in cardiac PET, with Attrius sales and utilize Positron’s current
nuclear cardiology network. Initial efforts will be focused on North America. This product is a key element of Positron’s
strategy to vertically integrate the production and delivery of a complete cardiac imaging solution: isotope (Sr-82), generator
(Rb-82), and imaging system (Attrius).
PosiRx® is a radiopharmaceutical
system that automates the elution, preparation and dispensing processes for radiopharmaceutical agents used in molecular imaging.
It was created to simplify and control the procedures associated with compounding radiopharmaceuticals. PosiRx integrates features
that increase productivity while decreasing exposure and costs. Additionally, the PosiRx assists in compliance with all current
USP-797 and ALARA exposure control requirements for the production of unit dose radiopharmaceuticals.
PosiRx is the first system of
its kind to offer a complete and comprehensive automated solution, creating a more efficient and economical alternative to the
current pharmacy per dose model. PosiRx is targeted for clinics and hospitals with average to high SPECT imaging and pharmaceutical
use volumes, in the U.S. and abroad. With PosiRx, Positron intends to exploit possibilities existing in the SPECT and PET imaging
industry and pharmaceutical markets for cardiology, neurology and oncology.
Radioisotopes: Production & Distribution
Positron has registered its Drug
Master File (DMF) for API grade Sr-82 with the FDA. Positron believes it is the only commercial resource in the U.S. that possesses
the practical experience and knowledge in all stages of Sr-82 production and spent generator lifecycle management. Positron has
the ability to produce API grade strontium-82 from target material received from its foreign collaborators.
Positron plans to build and operate
a high energy/high current cyclotron (70MeV) within the U.S. The proposed facility will be unique in that it will be capable of
producing isotopes that are either not available or have very limited availability from other commercial sources in the United
States and the world. Positron seeks to secure the supply of radioisotopes used in cardiac PET imaging therefore stabilizing and
building confidence in the market. Securing a reliable supply of radioisotopes will increase demand for Positron’s pharmaceuticals,
imaging equipment and services provided to nuclear medicine practices.
The primary isotope to be produced
is Sr-82, which is currently in short supply world-wide and is only produced in the U.S. by the Department of Energy (“DOE”)
National Laboratories.
Market Opportunity
Molecular Imaging Devices for Cardiology
According to American Heart Association,
more than one out of every three (83 million) U.S. adults currently lives with one or more types of cardiovascular disease (CVD).
CVD 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, and indirect costs (due to lost productivity) – from $172 billion
in 2010 to $276 billion in 2030.
Diagnostic imaging facilitates
the early diagnosis of diseases and disorders, potentially minimizing the scope, cost and amount of care required, and potentially
reducing the need for more invasive procedures. Nuclear imaging uses very low-level radioactive material, called radiopharmaceuticals,
injected into a patient. The radiopharmaceuticals are specially formulated to concentrate temporarily in the specific part of the
body to be studied. The radiation signals emitted by the materials are then converted into an image of the body part or organ.
Nuclear imaging, in contrast to other diagnostic imaging modalities, shows not only the anatomy or structure of an organ or body
part, but also its function—including blood flow, organ function, metabolic activity and biochemical activity. In cardiology,
nuclear medicine provides the most accurate non-invasive tests for identifying narrowed coronary arteries, mild cholesterol build-up
or diffuse coronary vascular disease that are responsible for most heart attacks. Management of coronary disease (CAD) currently
utilizes noninvasive diagnostic testing as a ‘‘gatekeeper’’ and invasive coronary arteriography, when results
are abnormal, to provide a definitive diagnosis of CAD. There are two major modalities in nuclear medicine imaging - Single Photon
Emission Computed Tomography (SPECT) and Positron Emission Tomography (PET) - both of which are used for cardiovascular procedures.
The most widely used imaging acquisition technology utilizing gamma cameras is SPECT.
Though PET tests are much more
accurate and has been shown to reduce long-term costs, the nuclear cardiology imaging has been dominated by SPECT. This imbalance
is a result of lower prices of SPECT cameras and decades long preferable reimbursement rates for cardiac SPECT procedures. The
Company believes that recent dynamic market changes, including the dramatic increase of reimbursement rates for cardiac PET procedures,
SPECT reimbursement cuts and the world shortage of the molybdenum-99 isotope used in cardiac SPECT, will significantly improve
the economics of cardiac PET imaging and make PET technology much more competitive and appealing to cardiologists.
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 Rubidium-82 Chloride (Rb-82) or Nitrogen- 13 Ammonia (N-13), result in a lower patient radiation exposure
and are 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).
Based on the Company’s
estimations, there were approximately 170 dedicated cardiac PET and PET/CT scanners in the U.S. in 2014 performing cardiac PET
studies.
Barriers To Entry
For many years, a major constraint
for the cardiac PET market has been a high cost of PET and PET/CT. Positron Corporation has managed to reduce the buyers’
barrier to entry by bringing to the market the Attrius - the only dedicated PET system in the world optimized for cardiac imaging.
All other manufacturers (GE, Philips, Siemens) offer PET/CT systems at a 200% - 300% higher price but comparable performance of
cardiac studies. In 2010 and 2011, Positron’s share in sales of dedicated cardiac PET scanners was 14% and 17%, respectively.
While we expect this share to grow significantly in the next several years, Positron’s sales since 2011 have been negatively
impacted by the shortage of Rb-82 and Sr-82. This impact was a result of an unscheduled maintenance of the United States Department
of Energy (DOE) accelerator producing Sr-82, a pre-cursor to Rb-82, and by a voluntary recall of Sr-82/Rb-82 generators by Bracco
Diagnostics for additional testing. Though delivery of Bracco's generators to existing clients was restored in 2013, the supply
is essentially flat due to unavailability of additional Sr-82 which prevents sales of cardiac PET scanners to new clients.
Positron is acutely focused on
production of Sr-82. Positron possesses certain resources and technical advantages, unique to the Company, which will increase
current and future strontium supply.
Competitive Strengths
We believe that our Company has the following competitive
strengths:
Sales and Marketing
To market its equipment and services,
Positron employs an internal sales and marketing team dedicated to promote, educate and sell Positron products. Positron is also
able to rely on referrals from users of its existing base of installed scanners and cameras, trade show exhibits, trade journal
advertisements, clinical presentations at professional and industry conferences, and published articles in trade journals. The
Company’s sales personnel vary in geographic location and/or market expertise.
Positron sells and/or distributes
its products and services directly to end-users.
Customer Care, Service and Warranty
Positron has implemented PosiStar,
a complete customer care plan that offers full clinical support from Positron’s experienced clinical and technical staff
and industry luminaries that consult for the Company or are affiliated through Positron’s customer network. PosiStar Customer
Care provides: physician interpretation training; nurse training; billing and prior-authorization training; physician over reads;
post install, 24/7 clinical and service support; priority response with after-hours maintenance/service available; uptime guarantees
and software upgrades; and remote access diagnostic/maintenance capabilities.
The Company has field service
engineers who have primary responsibility for supporting and maintaining the Company’s installed equipment base. In addition,
the Company has field engineers involved in site planning, customer training, sales of hardware upgrades, sales and administration
of service contracts, telephone technical support and customer service.
The Company services customers
of our systems remotely through Internet access that facilitates real time system diagnosis without the need for a field service
visit. When physical repair is required, our modular part replacement capability allows our field service engineers to perform
field repairs that minimize customer downtime.
The Company typically provides
a one-year parts and labor warranty to purchasers of our equipment. Following the warranty period, the Company offers purchasers
a comprehensive service contract under which the Company provides all parts and labor, system software upgrades and unlimited service
calls.
The Company’s service goal
is to maintain maximum system uptime. Success of a clinical site is largely dependent on patient volume during normal working hours
and, therefore, equipment uptime and reliability are key factors in this success. Records compiled by the Company show an average
uptime of more than 98% for all installed PET scanners.
Due
to the Company’s expertise and access to parts, we expect to service all of the PET scanners that we sell.
Competition
Management's Discussion & Analysis (MD&A)
New heading “Market Dynamics and Modality Transition”
New heading “Market Opportunity”
New heading “Total Addressable Market (TAM)”
New heading “Serviceable Available Market (SAM)”
New heading “Serviceable Obtainable Market (SOM)”
New heading “Market Size and Growth”
New heading “Market Trends and Adoption Dynamics”
New heading “Installed Base and Growth Opportunity”
New heading “Management’s strategic plans include the following:”
New heading “Financial Instruments with Characteristics of Both Liabilities and Equity”
New heading “Nature of Services and Performance Obligations”
New heading “Significant Judgments”
New heading “Transaction Price and Allocation”
New heading “Revenue Recognition – Timing”
New heading “Principal vs. Agent Considerations”
New heading “Contract Balances and Remaining Performance Obligations”
New heading “Related Parties”
Removed heading “70 MeV Cyclotron Project”
Removed heading “Stock Compensation”
Removed heading “Allowance for doubtful accounts”
Largest changes
“The Company’s current financial condition raises doubt as to its ability to continue as a going concern. The report of the Company’s independent registered public accountants, which accompanied the financial statements for the year ended December 31, 2014, is qualified with respect to that risk. If the Company is unable to obtain debt or equity financing to meet its cash needs, it may have to severely limit or cease business activities or may seek protection from creditors under the bankruptcy laws.”see in full comparison
“The major isotope to be produced is Sr-82, which is currently in short supply worldwide and is produced in the U.S. only by the U.S. Department of Energy (DOE) National Laboratories in Los Alamos, New Mexico and Brookhaven, New York. Sr-82 is the parent isotope used in the production of Rb-82 generators for PET myocardial perfusion imaging. Positron will have an access to a Rb-82 generator through a proprietary relationship with a major manufacturer or its own Rb-82 generator and intends to utilize all Sr-82 produced by the facility to supply its cardiac PET client base. …”see in full comparison
Since inception, thesee in full comparisonCompany has expended substantial resources on research and development. TheCompany has sustained substantiallosses due to the limitednumber of systems sold or placed into service each year.losses. Revenues have also fluctuated significantly from year to year. The Company had an accumulated deficit ofapproximately $126,016,000$144,937,079 at December 31,2014.2025. The Company will need to continue to increase sales and/or rental ofsystems, services, radiopharmaceuticalssystems andradioisotopes and apply the research and development advancementsservices to achieve profitability ininthe future.Prior to the voluntary recall of Sr-82/Rb-82 generators by Bracco Diagnostics,Recently the Companyhadhasexperiencedachievedan increase inseveral saleswithmilestones and expects thelaunchacceptance and demand ofAttrius®itsPETnewsystem and expected additional increase in revenue through sales of automated radiopharmaceuticalproductssystems and recurring revenue from the sale of radiopharmaceuticals and radioisotopes. With an increase in sales, all systems material cost of goods and labor costs will be significantly lower. The Company expects that these developmentswill have a positive impact on the sales & service volumes and increased netmargins.marginsHowever,for its future success, however, there is no assurance that the Company will be successful with sales insellingthenew systems.future.
“Research and development costs for the year ended December 31, 2014 were approximately $471,000 compared to $564,000 for the year ended December 31, 2013. Research and development costs included mostly payroll, contract labor and consulting fees for the PosiRx® development. In addition, the Company has incurred research and development costs related to its planned radiopharmaceutical facility in preparation for regulatory approvals and production. The Company intends to continue to support research and development in software, radiopharmaceutical products and automated devices. …”see in full comparison
“These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on the basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.”see in full comparison
“The Company defines related parties in accordance with ASC 850, “Related Party Disclosures,” and SEC Regulation S-X, Rule 4-08(k). Related parties include entities and individuals that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company.”see in full comparison
Full comparison: every changed paragraph (161)
The following discussion and
analysis of our
financial condition andcondition, results of operations and cash flows should be read in conjunction with our selected financial data and
ourthe financial statements and the accompanying related
notes thereto included elsewhere in this annualAnnual report.Report on Form 10-K. The followinglast day of our fiscal year is December 31. Our fiscal
quarters end on March 31, June 30, September 30 and December 31. This discussion may containcontains forward-looking statements based upon
statementscurrent expectations that reflectinvolve our plans, estimatesrisks and beliefs and involve risks, uncertainties and assumptions.uncertainties. Our actual results could
may differ materially from those discussedanticipated in these
forward-looking statements.statements Factorsas thata couldresult causeof orvarious contributefactors, to these differences
includeincluding those discussedset below andforth under the headings “Risk Factors” andor in other
parts of this Annual Report on Form 10-K. See also “Cautionary Note Regarding Forward-Looking Statements” above.
Statements.”
Positron is a medical technology company that co-develops, manufactures, and sells positron emission tomography (“PET”) and PET-computed tomography (“PET-CT”) imaging systems. The Company’s products are designed to provide high-performance, cost-effective molecular imaging solutions that support the diagnosis and management of cardiovascular disease and other clinical conditions.
The Company combines its imaging systems with clinical and technical support services, as well as flexible financing options, to facilitate adoption by healthcare providers, including hospitals, outpatient imaging centers, and physician practices. The Company’s solutions are intended to support efficient clinical workflows, system reliability, and broader access to advanced diagnostic imaging technologies.
The Company maintains a focus on cardiac PET imaging and is expanding its capabilities into additional clinical applications, including oncology and neurology. The Company’s systems are designed to support diagnostic accuracy, operational efficiency, and system utilization, which are important considerations for healthcare providers.
The Company believes that its integrated approach, including product design, service offerings, and pricing strategy, positions it to participate in the ongoing adoption of PET and PET-CT imaging. The Company further believes that continued advancements in clinical practice, radiopharmaceutical availability, and reimbursement dynamics may support increased utilization of PET-based imaging over time.
The Company believes its proprietary products and services, combined with its market positioning and strategic initiatives, may support increased adoption of cardiac PET and PET-CT imaging in the United States and selected international markets. The Company’s strategy is focused on expanding its market presence, enhancing operational execution, and pursuing growth opportunities within the nuclear imaging sector. The Company believes that successful execution of this strategy may position it to strengthen its competitive standing and create long-term value for its customers and shareholders.
Positron Corporation is a nuclear
medicine healthcare company specializing in the field of cardiac Positron Emission Tomography (PET) imaging. Cardiac PET is the
superior method in diagnostic nuclear imaging for the detection of coronary artery disease (CAD) Positron’s products and
services enable healthcare providers to more accurately diagnose disease and improve patient outcomes, while practicing cost effective
medicine. Positron is the only company that will provide an economical, end-to-end solution for PET myocardial perfusion imaging
through complementary product integration of PET imaging systems, radiopharmaceuticals, and radioisotopes.
The Company believes its unique
proprietary products, market position and vertically integrated strategy will lead to accelerated adoption and growth of the cardiac
PET modality in the U.S. and emerging markets. Through leadership within our field, Positron intends to gain a dominant market
position with strong earnings potential, ultimately becoming a sustained, long-term value creator for industry participants and
our shareholders.
Positron Corporation is a medical technology company focused on the advancement and commercialization of positron emission tomography (“PET”) and PET-computed tomography (“PET-CT”) imaging systems. The Company is dedicated to expanding the adoption of PET imaging by providing high-performance, cost-effective solutions designed to improve diagnostic accuracy, enhance patient outcomes, and support efficient healthcare delivery.
The Company maintains a strong focus on cardiac PET imaging, which is increasingly recognized as a preferred modality in nuclear cardiology due to its superior diagnostic capabilities. Positron’s solutions are designed to support the detection and management of cardiovascular disease through advanced imaging technologies that provide both functional and physiological insights.
Positron’s current imaging portfolio includes the Attrius® PET system, which has been deployed across a range of clinical settings, supporting the Company’s established presence in nuclear cardiology. Building upon this foundation, the Company is preparing for the commercial introduction of its next-generation Affinity PET-CT 4D 64-slice imaging system, which is expected to further enhance clinical performance, workflow efficiency, and system capabilities.
The Affinity PET-CT system is designed to support multi-disciplinary imaging applications, including cardiology, oncology, and neurology, and reflects the Company’s strategy to expand beyond its traditional cardiac focus into broader molecular imaging markets. The Company believes that the introduction of this system, subject to regulatory clearance, will position it to address evolving clinical needs and participate in the growing demand for advanced PET-CT imaging solutions.
In addition to its imaging systems, the Company provides a range of clinical, technical, and operational support services intended to facilitate adoption and optimize system utilization. These offerings include training, workflow integration, and ongoing support designed to assist healthcare providers in implementing and maintaining PET-based imaging programs.
The Company’s strategy is centered on increasing accessibility to PET and PET-CT imaging through a combination of technology development, cost-efficient system design, and flexible commercial models. The Company believes that its integrated approach, which combines imaging systems with support services and financing options, may reduce barriers to adoption and support broader utilization across hospitals, outpatient centers, and physician practices.
The Company believes that continued advancements in clinical practice, radiopharmaceutical availability, and reimbursement dynamics are contributing to the ongoing transition from traditional imaging modalities to PET-based solutions. The Company further believes that its product development initiatives, including the anticipated introduction of the Affinity PET-CT system, position it to participate in this transition and expand its presence within the nuclear imaging market.
Positron, a pioneer in cardiac
PET, is well branded in the field of nuclear cardiology. Founded in 1983, Positron has gained significant traction in the industry
based on its imaging technology and strong commitment towards advancing cardiac care. Originally a research & development company,
Positron’s business strategy has evolved and grown over the past several years. Positron has expanded from a medical imaging
device manufacturer to a nuclear healthcare company integrating the key components of the cardiac PET supply chain to provide an
end-to-end solution for the market. Led by an experienced management team, Positron has become a true business enterprise with
strong recurring revenue generating business model scalable to the global marketplace.
The Company believes that our
unique products, market position and vertical integration strategy will stabilize and secure the supply chain, significantly reducing
costs and industry uncertainties, and leading to further adoption and growth of the cardiac PET modality.
Positron believes it is the only
commercial resource in the U.S. with practical knowledge and experience in all stages of Sr-82 production and generator lifecycle
management. Positron seeks to secure both short and long-term supply of radioisotopes used in cardiac PET imaging. Currently, the
Company is producing Active Pharmaceutical Ingredient (API) grade Sr-82 at its Lubbock, Texas, facility from strontium received
from foreign irradiated source suppliers. The Company intends to further supplement strontium resources by pursuing additional
supply agreements with all domestic and foreign irradiated source suppliers, requesting increases in production schedules from
third party suppliers, and by recycling expired generators. Positron seeks to secure a long-term North America supply of medical
radioisotopes for cardiac PET imaging by building and operating the world’s largest commercial high-energy/high-current cyclotron
(70MeV) within the U.S. This 70 MeV cyclotron will be at the heart of providing a reliable, dependable, and indigenous supply of
radioisotopes, stabilizing and building confidence in the PET market and nuclear medicine community overall. Securing and delivering
a reliable supply of radioisotopes should also increase the demand for Positron’s complementary products.
Positron’s business strategy
is to gain a dominant market share through the vertical integration of such key components: imaging technologies, clinical services,
radiopharmaceutical and radioisotope processing, production, and distribution. Positron creates market efficiencies by integrating
these critical components. 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.
There are two mainprincipal imaging modalities
utilized in
nuclear cardiology: Singlesingle Photonphoton Emissionemission Computedcomputed Tomography,tomography or SPECT,(“SPECT”) and Positronpositron Emissionemission Tomography,tomography
(“PET”). orSPECT PET.has historically represented the more widely deployed modality; however, PET is increasingly being recognized
for its clinical and operational advantages in myocardial perfusion imaging (“MPI”).
Cardiac PET MPI offers a number of advantages relative to SPECT, including high diagnostic accuracy, consistent image quality, rapid acquisition protocols, lower radiation exposure, and the ability to quantify absolute myocardial blood flow and myocardial blood flow reserve. These features may support improved detection of multivessel and diffuse coronary artery disease and provide additional information for clinical decision-making that is generally not available with conventional SPECT imaging.
Recent clinical and professional society developments have further strengthened the position of cardiac PET within nuclear cardiology. In January 2026, the American Society of Nuclear Cardiology (“ASNC”) stated that, if available, cardiac PET with myocardial blood flow should be used to evaluate all patients with suspected coronary artery disease who are candidates for myocardial perfusion imaging, citing its high diagnostic accuracy, strong risk stratification, low radiation exposure, and reproducible flow quantification capabilities.
Cardiac PET is commonly performed using radiotracers such as Rubidium-82 and Nitrogen-13 ammonia. In September 2024, the U.S. Food and Drug Administration approved flurpiridaz F 18 for PET myocardial perfusion imaging in adults with known or suspected coronary artery disease. The approval of an F-18–based PET perfusion tracer is expected to improve distribution logistics and may broaden access to cardiac PET imaging over time.
Published data also continues to support PET’s favorable radiation profile relative to SPECT. A report from the Intersocietal Accreditation Commission database found average radiation exposure of approximately 3.7 mSv for cardiac PET MPI studies compared with approximately 12.8 mSv for SPECT MPI studies.
Comparative clinical literature likewise supports PET’s superior diagnostic performance in appropriate settings. In a sub study of the Phase III Flurpiridaz trial, PET demonstrated significantly higher sensitivity than SPECT in both smaller and larger left ventricles, with particularly strong relative performance in smaller ventricles and in women.
The Company believes these clinical, technological, and reimbursement-related developments are contributing to the continued transition from SPECT to PET-CT imaging in nuclear cardiology. Although the installed base of cardiac PET systems remains substantially smaller than that of SPECT, recent guideline support, expanding radiopharmaceutical availability, and broader recognition of PET’s clinical value are expected to support continued market adoption.
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.
Historically, the adoption of cardiac PET imaging has been influenced by several structural and economic factors, including the significant capital investment required for PET and PET-CT systems and the operational requirements associated with establishing and maintaining advanced nuclear imaging programs. These factors have generally limited utilization to larger healthcare systems and institutions with greater financial and operational resources.
Additional considerations impacting adoption have included ongoing service and maintenance obligations, radiopharmaceutical availability and distribution logistics, reimbursement dynamics, and the need for specialized clinical and technical expertise to operate imaging systems and interpret results.
The Company believes that recent developments within the industry, including increased availability of radiopharmaceuticals and broader clinical acceptance of PET imaging, are contributing to improved accessibility. However, system cost and implementation complexity continue to represent important considerations for many healthcare providers.
The Company’s approach is focused on addressing these factors through the development of cost-efficient PET and PET-CT imaging systems, supported by integrated clinical, technical, and operational services intended to facilitate implementation and ongoing utilization. The Company believes its pricing strategy, which is generally positioned below that of larger market participants such as GE HealthCare, Philips Healthcare, and Siemens Healthineers, may support broader adoption across a wider range of healthcare settings.
The Company believes that continued reduction of financial and operational barriers may contribute to increased adoption of PET-CT imaging and support the ongoing transition from SPECT to PET-based modalities within nuclear cardiology.
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. Rubidium is uniformly available through generator production
in the U.S. and is used in conjunction with an automatic infusion system.
Over the past five years the
explosive growth of cardiac PET imaging has driven a significant increase in the use of Sr-82/Rb-82 generators. The increasing
demand for Sr-82 is beginning to outpace supply. Until recently, the U.S. Department of Energy had been the only entity in the
United States capable of providing this material. In August of 2012, MIT submitted its DMF with the FDA and has begun production
of API grade strontium-82.
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.
Positron is acutely focused on
production of Sr-82. Positron possesses certain resources and technical advantages, unique to MIT, which will increase current
and future strontium supply. Positron anticipates the cardiac PET market to rebound in Q4 2016, beginning with Bracco’s ability
to now accept new generator customers, and with accelerated expansion upon market entry of the DraxImage’s generator, once
FDA approved.
70 MeV Cyclotron Project
Pursuing a strategy of complementary
product integration, Positron seeks to build and operate a high-energy cyclotron facility used primarily for the production of
medical diagnostic imaging and radiotherapy isotopes. The proposed 70MeV cyclotron is unique and capable of producing isotopes
that are not available, or have very limited availability, from other commercial sources in the United States.
The major isotope to be produced
is Sr-82, which is currently in short supply worldwide and is produced in the U.S. only by the U.S. Department of Energy (DOE)
National Laboratories in Los Alamos, New Mexico and Brookhaven, New York. Sr-82 is the parent isotope used in the production of
Rb-82 generators for PET myocardial perfusion imaging. Positron will have an access to a Rb-82 generator through a proprietary
relationship with a major manufacturer or its own Rb-82 generator and intends to utilize all Sr-82 produced by the facility to
supply its cardiac PET client base. This allows Positron to have a complete, integrated, supply chain. Positron’s captive
customer base of Attrius® owners and the existing robust PET users require a constant supply of radiopharmaceuticals manufactured
from the Sr-82 radioisotope, giving us a significant advantage against any potential commercial competition.
A key point in determining the
competitive landscape of U.S. Sr-82 production is the policy of the DOE to not compete with the private sector. While the DOE produces
a majority of Sr-82 in the world, once Sr-82 is reasonably available commercially, the DOE can be compelled to withdraw from the
market.
With the recent growth of cardiac
PET imaging, the supply of isotopes is quickly moving towards capacity within the next one-three years. Annual demand for medical
imaging products, produced by a high-energy cyclotron, are currently estimated at over $20 million and is expected to reach $30-35
million over the next few years, with continued growth estimated at 25-30% per year thereafter.
The DOE lists many isotopes for
medical treatment or diagnostics that are in short supply, some of which can be produced in a high-energy commercial accelerator.
Moving from R&D to clinical trials and then to commercial use, these isotopes will further expand the market. Additionally,
using secondary targets, a high-energy cyclotron can also produce low-energy isotopes, in conjunction with, the production of high-energy
isotopes, generating additional revenue. Positron Corporation can be a key market maker in all these segments and can enter the
market, essentially, without competition. The revenue potential and diversity inherent in this project is considerable.
The Company’s primary market consists of healthcare providers involved in the diagnosis and management of cardiovascular disease, including cardiologists, nuclear cardiology specialists, hospitals, and outpatient imaging centers. According to the U.S. Department of Health and Human Services, there are more than 31,000 cardiovascular specialists in the United States, representing a significant base of potential users of the Company’s imaging systems and related services.
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 are able to offer customers value added solutions which include low cost molecular imaging devices,
maintenance service, disease specific software, radiopharmaceutical unit doses drawing devices, and, potentially, radiopharmaceuticals
agents for Cardiac Nuclear Medicine.
Cardiac Nuclear medicinecardiology helps
plays an important role in the
diagnosis, managementmanagement, and prevention of cardiovascular diseasedisease. (CVD)These inprocedures patients.utilize Radiopharmaceuticals are injected into
a patientradiopharmaceuticals to provideevaluate myocardial
perfusion and cardiac function, providing clinicians with non-invasive diagnostic information related to coronary artery disease,
including the mostidentification accurate, non-invasive test for identifyingof narrowed coronary arteries, mildearly-stage cholesterolatherosclerosis, build-up
orand diffuse coronary vascular disease, conditions that are responsible for almost all heart attacks.disease.
Cardiovascular disease isrepresents thea substantial
leading causeportion of deathoverall healthcare utilization and spending in the United StatesStates. Data from the Centers for Disease Control and constitutesPrevention
indicates 17%that approximately 12% of overalltotal national healthhealthcare expenditures (Forecastingare associated with cardiovascular conditions, including heart
disease and stroke. In addition, the Future
of Cardiovascular Disease in the United States, American Heart Association,Association 2011).has Directreported CVDthat direct healthcare costs are projectedrelated to increasecardiovascular
disease from
$273and Billion,stroke exceeded $400 billion in 2010,recent toreporting $818 Billion, in 2030;periods, with significant additional indirect costs,costs dueattributable to
lost productivity, expected to rise from $172 Billion
to $276 Billion by 2030.productivity.
Market Dynamics and Modality Transition
The Company believes the nuclear cardiology market is undergoing a transition from single photon emission computed tomography (“SPECT”) to positron emission tomography (“PET”) and PET-CT imaging. SPECT has historically been the dominant modality due to its lower upfront cost and broad installed base. However, PET imaging is increasingly being adopted due to its higher diagnostic accuracy, lower radiation exposure, and ability to quantify myocardial blood flow.
The United States has a large installed base of SPECT systems, many of which are utilized for cardiac imaging and may represent potential replacement or upgrade opportunities over time. The Company believes that clinical guideline support, improving radiopharmaceutical availability, and favorable reimbursement dynamics are contributing to increased adoption of PET-CT imaging.
As healthcare providers continue to prioritize diagnostic accuracy, workflow efficiency, and cost-effective patient management, the Company believes that PET-based imaging may represent an increasing share of nuclear cardiology procedures.
Market Opportunity
The Company believes its addressable market can be evaluated across multiple dimensions:
Total Addressable Market (TAM)
The total addressable market includes all facilities performing or capable of performing nuclear cardiology procedures in the United States, including hospitals, outpatient imaging centers, and physician practices. This market is supported by the high prevalence of cardiovascular disease and the large installed base of legacy imaging systems.
Serviceable Available Market (SAM)
The serviceable available market consists of healthcare providers that are candidates for PET or PET-CT imaging adoption, including facilities seeking to upgrade from SPECT systems or expand advanced imaging capabilities. These providers are influenced by factors such as reimbursement, patient volume, and access to radiopharmaceuticals.
What changed in the latest 10-Q
Risk Factors
As a “smaller reporting company”, the Company is not required to provide the information required by this item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“Costs of Sales - Costs of sales for the six months ended June 30, 2026, were $1,014,550, including payments of $238,352 in 2026, for additional equipment to ready a unit for sale, resulting in a corresponding inventory write-down of $238,352, as compared to $779,465 for the six months ended June 30, 2025, due to additional personnel and expenses related to product testing.”see in full comparison
Net cash provided by (used in) financing activities was ($325,000) and $5,250,000 for thesee in full comparisonthreesix months endedMarchJune31,30, 2026, and 2025, respectively. During thethreesix months endedMarchJune31,30, 2026, cash from financing activities was comprised of $325,000 to repay debt owed to a related party.ForDuring thecomparativepriorsixperiodmonthsinended June 30, 2025, the Companysold stock forhad cashtotalinginflows$8,000,000,ofrepurchased$8,000,000andfromretiredthe sale of common stockwith a third party stockholder for $2,500,000, received cash proceeds ofand $100,000 fromtheaissuancenote payable – related party, offset by cash paid to repurchase and retire common stock ofdebt$2,500,000withandarepayments on notes payable – related partyand repaid related party debtof$350,000$350,000.
“General and Administrative Expenses – The Company’s operating expenses were $1,377,142 for the six months ended June 30, 2026, compared to $2,107,474 for the six months ended June 30, 2025 was due to expanded sales and marketing, hardware/software upgrades to existing systems, business development, consultants and corporate operations, including the payment of an NRE fee of $490,000 during the six months ended June 30, 2025. During the six months ended June 30, 2026, the Company recorded $94,500 in stock based compensation for digital marketing services.”see in full comparison
“Revenues - Revenues for the six months ended June 30, 2026, were $222,822 as compared to $239,452 for the six months ended June 30, 2025. The slight decrease of $16,630 in revenue was based on a customer opting for time and materials service agreements vs fixed annual services agreement.”see in full comparison
General and Administrative Expenses – The Company’s operating expenses weresee in full comparison$838,138$539,004 for the three months endedMarch 31,June 30, 2026, compared to$1,219,799$887,675 for the three months endedMarchJune31,30, 2025 was due to expanded sales and marketing, hardware/software upgrades to existing systems, business development, consultants and corporate operations, including the payment of an NRE fee of $490,000 during the three monthsended March 31, 2025. During the three monthsendedMarchJune31,30,2026, the Company recorded $94,500 in stock based compensation for digital marketing services.2025.
Revenues - Revenuessee in full comparisonfor the three months ended March 31, 2026, were $111,000 as compared to $119,333for the three months endedMarchJune31,30, 2026, were $111,822 as compared to $120,118 for the three months ended June 30, 2025. The slight decrease of$8,333$8,296 in revenue was based on a customer opting for time and materials service agreements vs fixed annual services agreement.
Full comparison: every changed paragraph (25)
Equipment
sale revenue is recognized at
a point in time when control of the equipment transfers to the customer, which occurs upon physical
delivery and acceptance of
the equipment and where collection is probable. In three months ended MarchJune 31,30, 2026 and 2025, no equipment
sale revenue had been
recognized, as the conditions for transfer of control had not yet been met.
The
Company’s contract liabilities
consist of deferred revenue related to maintenance contracts billed in advance and customer
deposits on pending equipment sales.
These amounts are presented as deferred revenue on the accompanying balance sheets. There
were no contract assets as of MarchJune 31,
30, 2026 or December 31, 2025.
Results
of operations for the three months
ending MarchJune 31,30, 2026 and 2025.
Revenues
- Revenues for
the three months ended March 31, 2026, were $111,000 as compared to $119,333 for the three months ended MarchJune 31,30, 2026, were $111,822 as compared to $120,118 for the three months ended
June 30, 2025. The slight
decrease of $8,333$8,296 in revenue was based on a customer opting for time and materials service agreements
vs fixed annual services
agreement.
Costs
of Sales - Costs of
sales for the three months ended MarchJune 31,30, 2026, were $637,819,$376,732, including payments of $220,183$18,169 in 2026,
for additional equipment to ready a unit for sale, resulting in a corresponding inventory write-down
of $220,183,$18,169, as compared to $377,033
$402,433 for the three months ended MarchJune 31,30, 2025,
due to additional personnel and expenses related to product launch.testing.
General
and Administrative Expenses
– The Company’s operating expenses were $838,138$539,004 for the three months ended March 31,June
30, 2026, compared to $1,219,799
$887,675 for the three months ended MarchJune 31,30, 2025 was due to expanded sales and marketing, hardware/software
upgrades to existing systems,
business development, consultants and corporate operations, including the payment of an NRE fee
of $490,000 during the three months
ended March 31, 2025. During the three months ended MarchJune 31,30, 2026, the Company recorded $94,500 in stock based compensation for
digital marketing services.2025.
Other
Expenses – During
the three months ended MarchJune 31,30, 2026 and 2025, the Company recorded other expenses - net of $12,812 $17,486
and $34,883,
$20,752, respectively. Other expenses include interest expense and other income includes interest income.
Interest
expense was $23,349$21,815 and $34,926
$29,918 for the three months ended MarchJune 31,30, 2026 and 2025, respectively.
During
the three months ended MarchJune 31,
30, 2026, and 2025, the Company recorded interest income of $10,537$4,329 and $43.$9,166.
Net
Loss - For the three months
ended MarchJune 31,30, 2026, the Company had a net loss of $1,377,769,$821,400, or ($0.04$0.03) per share, compared to
a net loss of $1,512,382,$1,190,742, or
($0.05$0.04) per share, for the three months ended MarchJune 31,30, 2025.
Results of operations for the six months ending June 30, 2026 and 2025.
Revenues - Revenues for the six months ended June 30, 2026, were $222,822 as compared to $239,452 for the six months ended June 30, 2025. The slight decrease of $16,630 in revenue was based on a customer opting for time and materials service agreements vs fixed annual services agreement.
Costs of Sales - Costs of sales for the six months ended June 30, 2026, were $1,014,550, including payments of $238,352 in 2026, for additional equipment to ready a unit for sale, resulting in a corresponding inventory write-down of $238,352, as compared to $779,465 for the six months ended June 30, 2025, due to additional personnel and expenses related to product testing.
General and Administrative Expenses – The Company’s operating expenses were $1,377,142 for the six months ended June 30, 2026, compared to $2,107,474 for the six months ended June 30, 2025 was due to expanded sales and marketing, hardware/software upgrades to existing systems, business development, consultants and corporate operations, including the payment of an NRE fee of $490,000 during the six months ended June 30, 2025. During the six months ended June 30, 2026, the Company recorded $94,500 in stock based compensation for digital marketing services.
Other Expenses – During the six months ended June 30, 2026 and 2025, the Company recorded other expenses - net of $30,299 and $55,636, respectively. Other expenses include interest expense and other income includes interest income.
Interest expense was $45,164 and $64,844 for the six months ended June 30, 2026 and 2025, respectively.
During the six months ended June 30, 2026, and 2025, the Company recorded interest income of $14,865 and $9,208.
Net Loss - For the six months ended June 30, 2026, the Company had a net loss of $2,199,169, or ($0.07) per share, compared to a net loss of $2,703,123, or ($0.09) per share, for the six months ended June 30, 2025.
Since
inception, the Company has sustained
substantial losses. Revenues have also fluctuated significantly from year to year. The Company
had an accumulated deficit of $146,314,848
$147,136,248 at MarchJune 31,30, 2026. The Company will need to continue to increase sales and/or rental
of systems and services to achieve profitability
in the future.
The
Company has cash on hand of $1,406,756
$357,173 at MarchJune 31,30, 2026. The Company does not expect to generate sufficient revenues and positive
cash flow from operations sufficiently
to meet its current obligations, including a working capital deficiency of $334,061. $1,145,610.
However, the Company may seek to raise debt
or equity-based capital at favorable terms, though such terms are not certain.
At
June March 31,30, 2026, the Company had current
assets of $2,151,018$1,106,748 and total assets of $2,792,078$1,728,405 compared to MarchJune 31,30, 2025, when current
assets were $3,339,186 and total assets
were $3,999,649. The decrease in total assets is attributable primarily to a reduction
in cash to meet working capital needs, depreciation
of property and equipment and usage of prepaid assets expensed in the current
period ended MarchJune 31,30, 2026.
Total
liabilities at MarchJune 31,30, 2026, were
$2,631,525 $2,389,252 compared to $2,555,827 at December 31, 2025. Total liabilities were largely comprised
of accounts payable and accrued
expenses with 3rd parties and related parties, deferred revenues, notes and other debt
as well as its operating lease.
Net cash used in operating activities during
the threesix months ended MarchJune 31,30, 2026, was $788,710$1,838,293 compared to $1,437,760$2,324,166 used in operating activities during the threesix months ended
endedJune March 31,30, 2025.
Net
cash used in investing activities during
the threesix months ended MarchJune 31,30, 2026, was $0 compared to $0 used in investing activities
during the threesix months ended MarchJune 31,
30, 2025.
Net
cash provided by (used in) financing
activities was ($325,000) and $5,250,000 for the threesix months ended MarchJune 31,30, 2026, and 2025,
respectively. During the threesix months
ended MarchJune 31,30, 2026, cash from financing activities was comprised of $325,000 to repay debt
owed to a related party. ForDuring the
comparative priorsix periodmonths inended June 30, 2025, the Company sold stock forhad cash totalinginflows $8,000,000,of repurchased$8,000,000 andfrom retiredthe sale of
common stock with
a third party stockholder for $2,500,000, received cash proceeds ofand $100,000 from thea issuancenote payable – related party, offset by cash paid to repurchase and retire common stock
of debt$2,500,000 withand arepayments on notes payable – related party and
repaid related party debt of $350,000$350,000.
POSC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding POSC (13F)
None of the 59 investors we track reported a position in their latest 13F.