Positron : OTC Q2 2022 Disclosures

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

Positron Corporation

1777 Maryland Ave

Niagara Falls, NY 14305

1. 576-0183
   www.positron.com

[e-mail]

3845 - Electromedical & Electrotherapeutic Apparatus

Quarterly Report

For the Period Ending: June 30, 2022

(the "Reporting Period")

As of June 30, 2022, the number of shares outstanding of our Common Stock was: 23,430,008.

As of December 31, 2021, the number of shares outstanding of our Common Stock was: 23,430,008.

As of December 31, 2020, the number of shares outstanding of our Common Stock was: 10,978,574.

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐ No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐ No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐

No: ☒

1. Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

NA

• "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

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The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

Texas

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None.

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None.

The address(es) of the issuer's principal executive office:

1777 Maryland Ave.

Niagara Falls, NY 14305

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐	No: ☒
2)	Security Information
Trading symbol:	POSC
Exact title and class of securities outstanding:	Common
CUSIP:		737397604
Par or stated value:	$0.0001
Total shares authorized:	6,000,000,000	as of date: 06/30/22
Total shares outstanding:	23,430,008	as of date: 06/30/22
Number of shares in the Public Float2:	10,272,927	as of date: 06/30/22

Total number of shareholders of record: 455 as of date: 06/30/22

All additional class(es) of publicly traded securities (if any):

Trading symbol: N/A

Exact title and class of securities outstanding:

CUSIP:

Par or stated value:

Total shares authorized:

Total shares outstanding:

Transfer Agent

Name:	Continental Stock Transfer
Phone:	[phone]
Email:	[e-mail]
Address:	1 State Street, New York, NY 10004-1561

• "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

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Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒

No: ☐

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares Outstanding as of the Second

Most Recent Fiscal Year End:

Opening Balance

Date:12/31/2020

Common: 10,978,574

Preferred A: 435,085

Preferred B: 247,485.34
Date of	Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted	Exe
Transactio	type (e.g.	Shares	Securities	shares	shares	Shares were	issuance (e.g. for	or	mpti
n	new	Issued (or		issued	issued at	issued to (entities	cash or debt		Unrestricte	on
	issuance,	cancelled)		($/per	a	must have	conversion)	-	d as of this	or
	cancellation,			share) at	discount	individual with	OR-	Nature	filing.	Regi
	shares			Issuance	to	voting /	of Services				strat
	returned to				market	investment	Provided				ion
	treasury)				price at	control					Type
					the time	disclosed).					.
					of
					issuance
					?
					(Yes/No)
12/31/20	New	4,936,180	Common	$493,180	No	TISU Investments	Debt Conversion		Restricted	NA
						Tis Prager
12/31/20	New	1,632,310	Common	$163,231	No	Pacno Family Trust	Debt Conversion		Restricted	NA
						Julia Rzeppa

• To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

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12/31/20	New	750,000	Common	$75,000	No	Sureloc Inc.	Debt Conversion	Restricted	NA
						Patrick Rooney
2/22/21	New	300,000	Common	$75,000	No	Skyline Corporate	Corporate	Restricted	NA
						Communications	Communications
						Group, LLC/
						Scott Powell
2/22/21	New	300,000	Common	$75,000	No	William Gillis	Investor Relations	Restricted	NA
2/22/21	New	250,000	Common	$62,500	No	John Boldis	Investor Relations	Restricted	NA
2/22/21	New	150,000	Common	$37,500	No	Ivan Skoric	Investor Relations	Restricted	NA
5/21/21	New	4,000,000	Common	$2,000,000	No	Lars Snijders	Cash	Restricted	NA
5/12/21	New	100,000	Common	$50,000	No	INCU Global	Cash	Restricted	NA
						LTD/Jeremy King
6/25/21	New	13,872	Common	$10,000	No	Ewin Barnett	Conversion	Restricted	NA
							Preferred Series B
							Shares to Common
7/9/21	Returned to	(105,928)	Common	NA	No	Tradex Global	Return/Cancelation	Restricted	NA
	Treasury					Advisors, LLC.	of Shares
8/29/2021	New	125,000	Common	$3,750	No	Leon Wood	Cash	Restricted	NA
							Employee
							Remuneration

Shares Outstanding on Date of This

Report.

Ending Balance

Date: 06/30/2022

Common: 23,430,008

Preferred A: 435,085

Preferred B: 192,000

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended June 30, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019 through June 30, 2021 pursuant to the tabular format above.

Use the space below to provide any additional details, including footnotes to the table above: NA

B. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐

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Date of Note	Outstanding	Principal	Inter	Matur	Conversion Terms (e.g.	Name of Noteholder	Reason for
Issuance	Balance ($)	Amount at	est	ity	pricing mechanism for	(entities must have	Issuance (e.g.
		Issuance	Accr	Date	determining conversion of	individual with voting	Loan, Services,
		($)	ued		instrument to shares)	/ investment control	etc.)
			($)			disclosed).
12/2012	$310,000	$380,000	0	NA	55% weighted average volume	Corey Conn	Advance
					for three days preceding
					conversion.

Use the space below to provide any additional details, including footnotes to the table above:

1. Financial Statements

A. The following financial statements were prepared in accordance with:

1. ☒ U.S. GAAP ☐ IFRS

2. The financial statements for this reporting period were prepared by (name of individual)4:

Name:	Elliot Berman, CPA, Berman Audit & Advisory, P.A.
Title:	Managing Director
Relationship to Issuer:	Accountant

Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.

1. Balance Sheet.
2. Statement of Income.
3. Statement of Cash Flows.
4. Statement of Retained Earnings (Statement of Changes in Stockholders' Equity).
5. Financial notes, and
6. Audit letter, if audited.

You may either (i) attach/append the financial statements to this disclosure statement or (ii) file the financial statements through OTCIQ as a separate report using the appropriate report name for the applicable period end. ("Annual Report," "Quarterly Report" or "Interim Report").

If you choose to publish the financial statements in a separate report as described above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to OTCIQ in the field below. Financial Statements must be compiled in one document.

Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date.

• The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.

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