CHICAGO, Sept. 23, 2013 /PRNewswire/ -- Positron Corporation (OTCBB:POSC) (the "Company"), a nuclear medicine healthcare company specializing in the business of cardiac PET, announced today that it had filed a Preliminary Information Statement with the Securities and Exchange Commission ("SEC") to effect a one (1) for one hundred (100) reverse split of its issued and outstanding common shares (the: "Reverse Split"). The Company considers this action as the next step in a program to strengthen the Company's finances, market acceptance and marketability to the financial community and investing public. Additionally, the Company intends to change its corporate domicile to the State of Delaware.
The Company intends to effect the Reverse Split pursuant to an amendment to its Certificate of Formation which was approved by written consent of the Company's Board of Directors and a Majority of the outstanding, voting capital stock. In the same filing, the Company intends to decrease the authorized number of common shares from 3,000,000,000 to 500,000,000 and amend the number of authorized shares of preferred stock to 20,000,000. All series of preferred shares will be adjusted on an equal basis in accordance with the Reverse Split. The foregoing corporate actions were taken via majority consent of the stockholders and all appropriate notifications were filed and transmitted.
Upon effectiveness of the Reverse Split, each 100 shares of issued and outstanding common stock will be converted into 1 share of common stock. In addition, the Company's common stock will trade under a new CUSIP number. The Company's ticker symbol will remain unchanged, although a "D" will be placed on the ticker symbol, POSC, for 20 business days to alert the public of the Reverse Split. The Company anticipates that it will file the amendment in approximately thirty (30) days and that the Reverse Split will become approved shortly thereafter.
Many institutional investors and brokerage houses have internal practices and policies prohibiting holdings of lower-priced stocks in investment portfolios, which reduce the number of potential buyers of Common Stocks. Additionally, analysts at many brokerage firms are reluctant to monitor the activity of lower-priced stocks or recommend lower-priced stocks to their clients. Positron's Board of Directors believes that due to these policies and practices lower-priced stocks have become "off limit" or unattractive to brokers and the investing public. It is for such reasons that this Reverse Split was deemed prudent and in the shareholders' best interest. Positron will also domicile the Company in Delaware, as it is a more favorable corporate governance jurisdiction and well recognized in the business community.
"Today Positron is a more accomplished and fundamentally stronger company than ever before," said Patrick G. Rooney, Chief Executive Officer of Positron. "We believe that our vertically integrated approach to the cardiac PET market is critical to the growth of the industry. This integration provides strength and autonomy that will enable Positron to offer a continuous and complete end-to-end solution for cardiologists and their patients. The reverse stock split is simply a reclassification that we believe provides a more clear and manageable representation of our capitalization. This reclassification is an important step as we prepare to execute the next phase of our business plan in becoming an independent manufacturer of radioisotopes, providing a diversified portfolio of products related to key radiopharmaceuticals."
The Reverse Split will not require shareholders of the Company to exchange their existing stock certificates for new stock certificates, although, shareholders may do so if they wish. Please direct any questions you may have concerning the Reverse Split to your broker or the Company directly at firstname.lastname@example.org.
Positron Corporation is a nuclear medicine healthcare company vertically integrating all the segments of nuclear cardiology, providing an end-to-end solution for cardiac PET. Through proprietary PET imaging systems, radiopharmaceuticals and radioisotopes solutions, Positron enables healthcare providers to more accurately diagnose disease and improve patient outcomes, while practicing cost effective medicine. Positron's unique products, market position and approach in securing the supply chain are substantial advantages, further accelerating the adoption of cardiac PET and growth of nuclear cardiology. Positron is redefining the industry. More information about Positron is available at www.positron.com.
Forward Looking Statements: Statements in this document contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on many assumptions and estimates and are not guarantees of future performance. These statements may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Positron Corporation to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Positron assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Our actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation those set forth as "Risk Factors" in our filings with the Securities and Exchange Commission.
SOURCE Positron Corporation