Material Agreement (Form 8-K)

Item 1.01 Entry into Material Definitive Agreement.

On August 13, 2026, Positron Corporation (the "Company") entered into a Line of Credit Agreement (the "Agreement") with George Ortiz ("Mr. Ortiz"), an existing, affiliated investor of the Company.

Pursuant to the Agreement, Mr. Ortiz has agreed to provide the Company with a line of credit in the maximum aggregate principal amount of $2,000,000. The Company may draw funds at its discretion, subject to a maximum draw of $500,000 in any single calendar quarter and a minimum draw of $50,000. Amounts repaid by the Company may be reborrowed during the term of the Agreement, subject to the quarterly limitation and maximum aggregate principal amount.

The outstanding principal balance bears interest at a fixed rate of 12% per annum, payable quarterly in arrears on the last business day of each calendar quarter. During the first twelve months following the effective date, only interest payments are due (the "Interest-Only Period"). During the second twelve months, principal is payable in addition to interest. All advances made under the line of credit are due and payable on August 13, 2028, being twenty-four months from the effective date of the Agreement, unless extended upon mutual written agreement of the parties.

The Company may prepay all or any portion of the outstanding principal balance at any time without premium or penalty. Events of default under the Agreement include, among others: (i) failure to pay interest when due (subject to a ten business day cure period after written notice); (ii) failure to pay principal when due; (iii) any material misrepresentation; (iv) failure to observe any other covenant (subject to a thirty-day cure period after written notice); (v) insolvency or bankruptcy; and (vi) the occurrence of a material adverse event. Upon an event of default, Mr. Ortiz may declare the entire outstanding principal balance, together with all accrued and unpaid interest, immediately due and payable. Default interest accrues at 18% per annum or the maximum rate permitted by applicable law, whichever is less.

As additional consideration for the line of credit, the Company issued to Mr. Ortiz warrants to purchase 300,000 shares of common stock at an exercise price of $1.50 per share. The warrants expire on December 31, 2030. In the event of a default by the Company in the payment of interest or principal when due, the exercise price of the warrants will be automatically repriced to $1.00 per share.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Line of Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.