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YoY shift: Unscored
Year-over-year tone shift - average net-tone change across Risk Factors and MD&A vs the prior 10-K.
Why YoY instead of absolute: the LM lexicon has ~6.6× more negative words than positive (legal/risk-disclosure language is heavy on hedging), so every 10-K reads bearish on raw tone. Year-over-year change strips that bias and surfaces the actual shift in management's framing.
Per-snippet highlights
Sentence-level sentiment highlighting with category and subcategory filters is coming once the snippet-scoring pipeline lands. For now, dig into the actual section text on the Sections tab.
Risk Factors (Item 1A)
4,218 words
Item 1A. Risk Factors
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.”
Risk Associated with Business Activities
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, 2025, the Company had a net loss of $10,603,392 compared to a net loss of $2,379,092 for the year ended December 31, 2024. At December 31, 2025, the Company had an accumulated deficit of $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, that will be sustained.
Going concern. The Company does not expect to generate sufficient revenues and positive cash flows from operations sufficiently to meet its current obligations. However, the Company may seek to raise debt or equity-based capital at favorable terms, though such terms are not certain.
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.
Strategic Initiatives
Management’s strategic plans are focused on advancing the Company’s operational execution, expanding its market presence, and enhancing long-term shareholder value. Key elements of the Company’s strategy include the following:
Operational Execution
The Company intends to further develop and execute its business operations, including scaling commercial activities, supporting product deployments, and enhancing organizational capabilities to support anticipated growth.
Expansion in Nuclear Cardiology
The Company is focused on expanding its presence in nuclear cardiology through the continued commercialization of its PET-CT imaging systems. These systems are designed to provide advanced clinical capabilities, including improved diagnostic performance and workflow efficiency, supporting broader adoption among nuclear cardiology practices.
Expansion into Oncology and Additional Clinical Applications
The Company plans to expand into the oncology imaging market through its next-generation PET-CT systems, which are designed to support multi-disciplinary imaging applications. The Company believes these systems offer a combination of performance, compact design, and cost efficiency that may be attractive to hospitals and imaging centers seeking to broaden their diagnostic capabilities.
Strategic Partnerships and Business Development
The Company intends to pursue strategic relationships and partnership opportunities that may enhance its market position, expand distribution capabilities, and support product development and commercialization efforts.
Capital Markets Strategy
The Company plans to pursue an uplisting to a more prominent public market, subject to meeting applicable listing requirements. The Company believes that such an uplisting may enhance visibility, improve access to capital, and broaden its investor base.
Recruiting and Retention of Qualified Personnel. The Company’s performance is dependent, in part, on the continued services of its executive officers and other key personnel. The loss or unavailability of any such individuals could adversely affect the Company’s operations, business development activities, and strategic initiatives.
The Company’s future growth also depends on its ability to attract, develop, and retain qualified personnel across all areas of its business, including management, research and development, engineering, sales, and marketing. Competition for skilled personnel in these areas is significant, particularly within the medical technology industry.
While the Company seeks to maintain a qualified and capable workforce, there can be no assurance that it will be successful in attracting or retaining personnel with the requisite experience and expertise. The inability to recruit or retain such personnel could have a material adverse effect on the Company’s business, financial condition, results of operations, and cash flows.
Working Capital. The Company had cash and cash equivalents of approximately $2,520,466 at December 31, 2025. The Company utilized $10,000,000 proceeds from the sale of common stock to fund operating activities during the year ended December 31, 2025. The Company had current liabilities of $2,402,141 and positive working capital of $937,045 at December 31, 2025. The Company believes that it may continue to experience operating losses and accumulate deficits in the foreseeable future. If we are unable to obtain financing to meet our cash needs, we may have to severely limit or cease our business activities or may seek protection from our creditors under the bankruptcy laws.
Requirements associated with being a reporting company will increase our costs significantly, as well as divert significant company resources and management attention.
We are now subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or the other rules and regulations of the SEC, or any securities exchange relating to public companies. The Sarbanes-Oxley Act of 2002, as amended, or Sarbanes-Oxley, as well as rules subsequently adopted by the SEC to implement provisions of Sarbanes-Oxley, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Further, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC has adopted additional rules and regulations in these areas, such as mandatory “say on pay” voting requirements that apply to us. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the way we operate our business in ways we cannot currently anticipate. Compliance with the various reporting and other requirements applicable to public companies requires considerable time and attention of management. We cannot assure you that we will satisfy our obligations as a public company on a timely basis.
We expect the rules and regulations applicable to public companies to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition, and results of operations. The increased costs will decrease our net income or increase our net loss and may require us to reduce costs in other areas of our business or increase the prices of our products or services. In addition, as a public company, it may be more difficult or more costly for us to obtain certain types of insurance, including directors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified personnel to serve on our board of directors, our board committees, or as executive officers.
Penny Stock Rules. If the shares of the Registrant’s common stock are listed on The Nasdaq Stock Market or certain other national securities exchanges and the price thereof is below $5.00, then subsequent purchases of such securities will be subject to the requirements of the penny stock rules absent the availability of another exemption. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on The Nasdaq Stock Market). The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document required by the SEC, to provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer’s account, to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules.
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.
As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the requirements of the OTC Markets. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems and resources.
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. We have expended, and anticipate that we will continue to expend significant resources in order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting.
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. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of management reports and independent registered public accounting firm audits of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. disclosure controls and procedures, and internal control over financial reporting could also cause investors to confidence in our reported financial and other information, which would likely have a effect on the market price of our common stock.
A Small Number of Large Stockholders and Thinly Traded Market . A small number of our current stockholders hold a substantial number of shares of our common stock that they may sell in the public market. In addition, our common stock is thinly traded, and any significant sales of our common stock may cause volatility in our common stock price. Sales by our current stockholders of a substantial number of shares, or the expectation that such sales may occur, could significantly reduce the market price of our common stock. We have also registered all shares of common stock that we may issue under our employee benefit plans. Accordingly, these shares can be freely sold in the public market upon issuance, subject to restrictions under the securities laws. If any of these stockholders cause many securities to be sold in the public market, the sales could reduce the trading price of our common stock. These sales also could impede our ability to raise capital in the future.
In addition, these stockholders, acting together, will be able to significantly influence all matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions. The interests of this group of stockholders may not always coincide with our interests or the interests of other stockholders, and they may act in a manner that advances their best interests and not necessarily those of other stockholders. As a result of their actions, or inaction, our stock price may decline.
Substantial Competition and Effects of Technological Change . The industry in which the Company is engaged is subject to technological changes. There can be no assurance that Company’s systems can be upgraded to meet future innovations in the industry or that new technologies will not emerge, or existing technologies will not be improved, which would render the Company’s products obsolete or non-competitive. Many of our competitors enjoy significant competitive advantages over us, including greater name recognition; greater financial, technical and service resources; established relationships with healthcare professionals; established distribution networks; additional lines of products and the ability to offer rebates or bundle products to offer discounts or incentives; and greater resources for product development and sales and marketing. In addition, there can be no assurance that other established medical imaging companies, any of which would likely have greater resources than the Company, will not enter the market. There can be no assurance that the Company will be to compete any of its competitors.
The downturn in the U.S. economy . Our revenues may be significantly impacted by the downturn in the U.S. economy. The slowing economy may also drive greater pricing pressures from our competition, increase the rate at which we lose business, or lead to disruptions in our supply chain, any of which would impede our ability to become profitable. Further, we cannot assure you that an improvement in economic conditions will result in an immediate, if at all positive, improvement in our operating results or cash flows.
Dependence upon third-party suppliers and the availability of certain radiopharmaceuticals.
We rely on a limited number of third parties to manufacture and supply certain key components of our products, including our molecular imaging systems. We have outsourced production of our molecular imaging systems to a single contract manufacturer. Although we believe alternative sources of supply are available, transitioning to an alternative supplier would require a ramp-up period during which production could be delayed or interrupted. The components and supplies we source are not unique or custom, which we believe mitigates, but does not eliminate, this risk.
If a disruption in the availability of parts or in the operations of any of our suppliers were to occur, our business could be materially adversely affected. We have backup plans designed to prevent delays in production; however, there can be no assurance that these plans will be successful. Extended delays in the production of our systems could result in a loss of revenue, which could significantly harm our business and results of operations.
No Assurance of Market Acceptance. The Company’s systems involve new technology that competes with more established technologies. The purchase and installation of our system involve a significant capital expenditure on the part of the purchaser. A potential purchaser of our system must have an available patient base that is large enough to provide the utilization rate needed to justify such capital expenditure. There can be no assurance that the Company’s systems will be accepted by the target markets, or that the Company’s sales of systems will increase or that the Company will be profitable.
Proprietary Technology . The Company holds certain trade secret rights relating to various aspects of its technologies, which are of material importance to the Company and its future prospects. Competitors may be able to design alternative techniques or devices with functionalities that are comparable to ours. In the event a competitor infringes upon our intellectual property rights, litigation to enforce our intellectual property rights, even if successful, could be expensive and time consuming and could require significant time and attention from our management. Furthermore, there can be no assurance that the Company’s products will not infringe on any patents of others. We may not have sufficient resources to enforce our intellectual property rights or to defend ourselves againstchallenges from others.
In addition, the Company requires each of its consultants to enter into a confidentiality agreement designed to assist in protecting the Company’s proprietary rights. There can be no assurance that these agreements will provide meaningful protection or adequate remedies for the Company’s trade secrets or proprietary know-how in the event of unauthorized use or disclosure of such information, or that others will not independently develop substantially equivalent proprietary information and techniques or otherwise gain access to the Company’s trade secrets and proprietary know-how.
Government Regulation . We are directly, or indirectly through our clients, subject to extensive regulation by both the federal government and the states in which we conduct our business including: the federal Medicare and Medicaid anti-kickback laws, other Medicare laws, regulations, rules, manual provisions, and policies that prescribe the requirements for coverage and payment for services performed by us and our DIS customers; the federal FalseClaims statutes; the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA; the Stark Law; the Federal Food, Drug and Cosmetic Act; federal and state radioactive materials laws; state food and drug and pharmacy laws and regulations; state laws that prohibit the practice of medicine by non-physicians and fee-splitting arrangements between physicians and non-physicians; state scope-of-practice laws; and federal rules prohibiting the mark-up of diagnostic tests to Medicare under certain circumstances. If our customers are unable or unwilling to comply with these statutes, regulations, rules and policies, utilization rates of our services and products will decline and our business will be harmed.
We maintain a compliance program to identify and correct any compliance issues and remain in compliance with all applicable laws, to train employees, to audit and monitor our operations, and to achieve other compliance goals. Like most companies with compliance programs, we occasionally discover compliance concerns. In such cases, we take responsive action including corrective measures when necessary. There can be no assurance that our responsive actions will insulate us from liability associated with any detected compliance concerns.
If our past or present operations are found to be in violation of any of the laws, regulations, rules or policies described above or the other laws or regulations to which we or our customers are subject, we may be subject to civil and criminalpenalties, damages, fines, exclusion from federal or state health care programs, or the curtailment or restructuring of our operations. Similarly, if our customers are found to be non-compliant with applicable laws, they may be subject to sanctions, which could have a negative impact on us. If we are excluded from federal or state health care programs, our customers who participate in those programs could not do business with us. Any penalties, damages, fines, curtailment or restructuring of our operations would affect our ability to operate our business and our financial results. Any action us for of these laws, even if we it, could cause us to incur significant legal expenses, our management’s attention from the operation of our business, and our reputation.
All laws and regulations, including those specifically applicable to the Company, are subject to change. The Company cannot predict what effect changes in laws and regulations might have on its business. Failure to comply with applicable laws and regulatory requirements could have material adverse effect on the Company’s business, financial conditions, results of operations and cash flows.
Further, sales of medical devices outside the country may be subject to foreign regulatory requirements. These requirements vary widely from country to country. There is no assurance that the time and effort required to meet those varying requirements may not adversely affect Positron’s ability to distribute its systems in some countries.
No Dividends . The Company has never paid cash dividends on its common stock and does not intend to pay cash dividends on its common stock in the foreseeable future.
Evaluation of Disclosure and Controls and Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a - 15(c) and 15d - 15(e)). Based upon that evaluation, our principal executive and financial officer concluded that, as of December 31, 2025 and 2024 our disclosure controls and procedures were not effective, (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
The term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a, et seq. ) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Because we are a small company with a limited number of employees, there is an inherent issue of segregation of duties as experienced by all small companies. Our independent outside financial consultant assists us with our bookkeeping and reporting requirements and is segregated from our operations and management.
Because of inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the registrant have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Material weakness identified:
The Company recognizes that due to its limited number of personnel, there are inherent challenges in achieving complete segregation of duties within the financial reporting process. Management continues to evaluate opportunities to enhance internal controls to mitigate these challenges and identifying and accounting for complex transactions.
The Company had not documented its risk assessment or entity level controls or formalized our review level controls.
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. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our annual or interim financial statements.
Any failure to implement and maintain effective internal controls over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal controls over financial reporting that we will eventually be required to include in our periodic reports that are filed with the SEC. Ineffective disclosure controls and procedures and internal controls over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of common stock.
MD&A (Item 7)
5,730 words
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition, results of operations and cash flows should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K. The last day of our fiscal year is December 31. Our fiscal quarters end on March 31, June 30, September 30 and December 31. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this Annual Report on Form 10-K. See also “Cautionary Note Regarding Forward-Looking Statements” above.
Overview
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.
The Company
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.
PET vs. SPECT
There are two principal imaging modalities utilized in nuclear cardiology: single photon emission computed tomography (“SPECT”) and positron emission tomography (“PET”). SPECT 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.
Barriers to Entry
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.
Our Market
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.
Nuclear cardiology plays an important role in the diagnosis, management, and prevention of cardiovascular disease. These procedures utilize radiopharmaceuticals to evaluate myocardial perfusion and cardiac function, providing clinicians with non-invasive diagnostic information related to coronary artery disease, including the identification of narrowed arteries, early-stage atherosclerosis, and diffuse vascular disease.
Cardiovascular disease represents a substantial portion of overall healthcare utilization and spending in the United States. Data from the Centers for Disease Control and Prevention indicates that approximately 12% of total healthcare expenditures are associated with cardiovascular conditions, including heart disease and stroke. In addition, the American Heart Association has reported that direct healthcare costs related to cardiovascular disease and stroke exceeded $400 billion in recent reporting periods, with significant additional indirect costs attributable to lost 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.
Serviceable Obtainable Market (SOM)
The serviceable obtainable market represents the subset of providers that may adopt the Company’s solutions based on its product offerings, pricing strategy, and service model. The Company’s focus on cost-efficient systems, flexible financing options, and integrated support services is intended to facilitate adoption among a broader range of providers, including mid-sized hospitals and outpatient facilities.
The Company believes that the combination of a large existing installed base of nuclear imaging systems, increasing clinical preference for PET imaging, and ongoing advancements in radiopharmaceuticals and reimbursement frameworks creates a favorable environment for continued market expansion. The Company further believes that its approach to reducing financial and operational barriers may support broader adoption of PET-CT imaging across its target markets.
Market Potential
Cardiovascular disease (“CVD”) remains a significant driver of healthcare utilization and spending in the United States. According to the American Heart Association, a substantial portion of the U.S. adult population is affected by one or more forms of CVD, which continues to represent the leading cause of mortality. CVD-related expenditures account for approximately 12% of total U.S. healthcare spending. Data from the National Institutes of Health indicates that direct healthcare costs associated with cardiovascular disease are expected to increase significantly over time, with additional economic impact from indirect costs such as lost productivity.
Diagnostic imaging plays a critical role in the early detection, diagnosis, and management of cardiovascular disease. Nuclear imaging techniques utilize radiopharmaceuticals to assess both anatomical structure and physiological function, including myocardial perfusion, blood flow, and metabolic activity. These capabilities support non-invasive evaluation of coronary artery disease and serve as an important clinical tool in determining the need for further intervention.
The two primary modalities utilized in nuclear cardiology are single photon emission computed tomography (“SPECT”) and positron emission tomography (“PET”). While SPECT has historically represented the dominant modality, PET imaging offers enhanced diagnostic accuracy, lower radiation exposure, and the ability to quantify myocardial blood flow and coronary flow reserve. PET imaging is commonly performed using radiotracers such as Rubidium-82 and Nitrogen-13 ammonia, and emerging fluorine-18–based tracers, including Flurpiridaz F-18, are expected to further expand access and clinical adoption.
Clinical literature has demonstrated that PET imaging may reduce the need for invasive procedures and improve overall cost efficiency in patient management when compared to traditional imaging modalities. As a result, PET is increasingly being adopted as an advanced diagnostic solution within nuclear cardiology.
Market Size and Growth
The Company believes the broader molecular imaging market continues to demonstrate steady growth, supported by increasing demand for advanced diagnostic technologies and expanding clinical applications.
The U.S. molecular imaging market is projected to grow from approximately $2.8 billion in 2024 to approximately $4.7 billion by 2032.
The U.S. PET scanner market is expected to grow from approximately $600 million in 2023 to approximately $870 million by 2030.
The PET/CT segment represents a significant portion of the global market and continues to be a primary driver of growth within molecular imaging.
Growth in this market is supported by expanding use cases across cardiology, oncology, and neurology, as well as increased demand for more precise and efficient diagnostic tools.
Market Trends and Adoption Dynamics
The Company believes the nuclear cardiology market is undergoing a transition from SPECT to PET-CT imaging, driven by clinical, economic, and operational factors.
PET-CT represents one of the fastest-growing segments within nuclear imaging, supported by improved diagnostic capabilities and workflow efficiencies.
Industry data and Company estimates suggest that a meaningful portion of existing SPECT users may transition to PET-CT over time as clinical guidelines evolve and economic factors improve.
Hospitals represent a majority of imaging system utilization, with outpatient imaging centers and mobile providers representing additional growth opportunities.
Historically, SPECT has maintained a larger installed base due to lower initial system costs and established reimbursement pathways. However, recent developments are contributing to a shift in market dynamics, including:
Increasing reimbursement support for PET-based imaging procedures;
Expanded availability of radiopharmaceuticals, including next-generation tracers; and
Supply constraints and reimbursement pressures associated with SPECT imaging, including reliance on molybdenum-99 (Mo-99).
Installed Base and Growth Opportunity
The Company estimates that there were approximately 3,000 PET and PET-CT systems installed in the United States as of 2024, with a subset currently utilized for cardiac imaging. In comparison, the installed base of SPECT systems remains significantly larger, representing a potential long-term replacement and upgrade opportunity.
The Company believes that the combination of a large existing installed base of legacy systems, increasing clinical preference for PET imaging, and improving economic conditions creates a favorable environment for continued adoption of PET-CT technology.
The Company believes that these factors collectively support a growing market opportunity for PET and PET-CT imaging systems and that continued advancements in clinical practice, radiopharmaceutical availability, and reimbursement frameworks may further accelerate adoption across its target markets.
Results of Operations
Results of Operations for the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024
Revenues - Revenues for the year ended December 31, 2025, were $461,452 as compared to $587,500 for the year ended December 31, 2024. The decrease of $126,048 in revenue was primarily attributable to certain customers transitioning from fixed annual service agreements to time-and-materials service arrangements. This transition reflects the Company’s efforts to accommodate customer preferences and evolving operational needs, including customers preparing to upgrade from PET-only systems to the PET-CT platform.
Costs of Sales - Costs of sales for the year ended December 31, 2025, were $2,575,742 compared to $929,484 for the year ended December 31, 2024, an increase of $1,646,258, due to additional personnel and expenses related to product testing and preparation for new product launch. Additionally, higher costs were incurred to service machines that are currently in the field related to our maintenance contract services. And, we recorded a write-down of inventory to net realizable value for inventory totaling $576,862.
General and Administrative Expenses - The Company’s operating expenses were $8,384,173 for the year ended December 31, 2025, compared to $1,863,029 for the year ended December 31, 2024, in increase of $6,521,144. The increase related to expanded sales and marketing, hardware/software upgrades to existing systems, business development, consultants, share based payments related to employee stock options ($4,982,588), stock issued for services ($177,000), and general corporate overhead.
Other Income (Expense) - During the year ended December 31, 2025 and 2024, the Company recorded other expenses - net of $104,929 and $174,079, respectively, a net decrease of $69,150. Other expenses include interest expense, amortization of debt discount and loss on lease termination.
Interest expense was $125,338 and $142,402 for the year ended December 31, 2025 and 2024, respectively.
Amortization of debt discount expense was $0 and $31,677 for the year ended December 31, 2025 and 2024, respectively.
Loss on lease termination was $15,018 and $0 for the year ended December 31, 2025 and 2024, respectively.
During the year ended December 31, 2025, and 2024, the Company recorded interest income of $35,427 and $0.
Net Loss - For the year ended December 31, 2025, the Company had a net loss of $10,603,392, or ($0.34) per share, compared to a net loss of $2,379,092, or ($0.09) per share, for the year ended December 31, 2024.
Liquidity and Capital Resources
Since inception, the Company has sustained substantial losses. Revenues have also fluctuated significantly from year to year. The Company had an accumulated deficit of $144,937,079 at December 31, 2025. The Company will need to continue to increase sales and/or rental of systems and services to achieveprofitability in the future. Recently the Company has achieved several sales milestones and expects the acceptance and demand of its new products will have a positive impact on the sales & service volumes and increased net margins for its future success, however, there is no assurance that the Company will be successful with sales in the future.
The Company’s ability to achieve its objectives is dependent on its ability to sustain and enhance its revenue stream and/or to raise capital until such time as the Company achievesprofitability. To date, management has been successful in raising capital as needed for the continued operations of the Company. There is no guarantee that management will be able to continue to raise capital if needed in the future, and if able to raise these funds, obtaining this capital may not be on favorable terms.
The Company has cash on hand of $2,520,466 at December 31, 2025. The Company does not expect to generate sufficient revenues and positive cash flow from operations sufficiently to meet its current obligations. However, the Company may seek to raise debt or equity-based capital at favorable terms, though such terms are not certain.
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.
Management’s strategic plans include the following:
Operational Execution
Continue to enhance and expand the Company’s business operations, including scaling commercial activities, supporting system deployments, and strengthening organizational capabilities.
Expansion in Nuclear Cardiology
Increase market penetration within nuclear cardiology through the commercialization of the Company’s PET-CT imaging system, which is designed to provide enhanced clinical capabilities and support improved diagnostic performance.
Expansion into Oncology
Enter the oncology imaging market with the Company’s PET-CT system, which is designed to offer a combination of performance, compact design, and cost efficiency for hospitals, imaging centers, and physician practices.
Geographic Expansion
Pursue opportunities to expand into markets outside of North America, subject to applicable regulatory approvals and market conditions.
Strategic Partnerships
Evaluate and pursue strategic relationships and partnership opportunities that may enhance the Company’s product offerings, distribution capabilities, and market reach.
Capital Markets Strategy
Pursue an uplisting to a more prominent public market, subject to meeting applicable listing requirements, to enhance visibility and access to capital.
At December 31, 2025, the Company had current assets of $3,339,186 and total assets of $3,999,649 compared to December 31, 2024, when current assets were $1,352,451 and total assets were $1,800,530. The increase in current assets is attributable primarily to an increase in cash offset by inventory write-downs for the year ended December 31, 2025.
Current liabilities at December 31, 2025, were $2,402,141 compared to $2,432,953 at December 31, 2024. At December 31, 2025 and 2024, current liabilities were largely comprised of accounts payable and accrued expenses with 3 rd parties and related parties, deferred revenues, notes and other debt as well as its operating lease.
Net cash used in operating activities during the year ended December 31, 2025, was $4,700,299 compared to $1,730,862 used in operating activities during the year ended December 31, 2024.
Net cash used in investing activities during the year ended December 31, 2025, was $99,026, used for purchase of fixed assets compared to $0 used in investing activities during the year ended December 31, 2024.
Net cash provided by financing activities was $7,250,000 and $1,700,000 for the year ended December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, cash from financing activities was comprised of $10,000,000 from sales of common stock, $100,000 proceeds from note payable - related party (Board Director), $350,000 of repayments on notes payable - related party (Board Director), and $2,500,000 cash paid to repurchase and retire common stock.
Off-Balance Sheet Arrangements
We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.
Recently Issued Accounting Standards
Pronouncements issued by the FASB or other authoritative accounting standards group with future effective dates are either not applicable or not significant to the financial statements of the Company.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities and related disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the applicable period. Actual results may differ from these estimates under different assumptions or conditions.
We define critical accounting policies as those that are reflective of significant judgments and uncertainties, and which may potentially result in materially different results under different assumptions and conditions. In applying these critical accounting policies, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. These estimates are subject to an inherent degree of uncertainty. Our critical accounting policies include the following:
Financial Instruments with Characteristics of Both Liabilities and Equity
The Company evaluates equity or liability classification for freestanding financial instruments, including convertible preferred stock, warrants, and options, pursuant to the guidance under FASB ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company classifies as liabilities all freestanding financial instruments that are (i) mandatorily redeemable, (ii) represent an obligation to repurchase the Company’s equity shares by transferring assets, or (iii) represent an unconditional obligation (or conditional obligation if the financial instrument is not an outstanding share) to issue a variable number of shares predominantly based on a fixed monetary amount, variations in something other than the fair value of the Company’s equity shares, or variations inversely related to changes in fair value of the Company’s equity shares.
If a freestanding financial instrument does not represent an outstanding equity share and does not meet liability classification under ASC 480, the Company then assesses whether the freestanding financial instrument is indexed to its own stock and meets equity classification pursuant to FASB ASC 815-40, Derivatives and Hedging (“ASC 815”). The Company further assesses whether the freestanding financial instruments should be classified as temporary equity. Freestanding financial instruments that are redeemable for cash or other assets at a fixed or determinable date, at the option of the holder, or upon the occurrence of an event are classified in temporary equity in accordance with FASB ASC 480. Otherwise, the freestanding financial instruments are classified in permanent equity.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when or as control of promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company applies the following five-step model:
(i) identify the contract with a customer;
(ii) identify the performance obligations in the contract;
(iii) determine the transaction price;
(iv) allocate the transaction price to the performance obligations in the contract; and
(v) recognize revenue when, or as, performance obligations are satisfied.
Nature of Services and Performance Obligations
The Company generates revenue primarily from clinical, technical, and maintenance service contracts that provide customers with ongoing product support and from sales of equipment. These contracts are generally one-year agreements that automatically renew for successive one-year periods unless terminated by either party with at least 90 days' notice. The Company considers only the noncancelable initial term and any renewal periods for which the customer has a material right when determining the contract term and performance obligations.
Each maintenance contract represents a single distinct performance obligation. The various service elements - including priority response, 24/7 clinical and technical support, parts and labor, preventative maintenance, software upgrades, uptime guarantees, remote diagnostic capabilities, daily quality assurance inspections, and applications training - are highly integrated and interdependent. They are not separately identifiable from one another and are accounted for as a single stand-ready performance obligation that is satisfied continuously over the contract term.
Significant Judgments
In applying ASC 606, the Company makes the following significant judgments that affect the timing and amount of revenue recognized:
(i) the Company concluded that all services under each maintenance contract constitute a single performance obligation because they are highly interrelated and provide a combined integrated service to the customer;
(ii) for maintenance contracts, the Company uses a time-based, straight-line output method to measure progress, which it has determined faithfully depicts the Company's performance as the customer simultaneously receives and consumes the benefits of the services; and
(iii) for equipment sales, the Company applies judgment in assessing when control transfers to the customer.
No changes to these judgments have occurred during the periods presented.
Transaction Price and Allocation
The transaction price is the fixed fee stated in each contract. The Company does not offer refunds, rebates, discounts, or variable pricing incentives. Maintenance contract fees are typically billed monthly in advance with payment due within 30 days. As permitted by the practical expedient in ASC 606-10-32-18, the Company does not adjust the transaction price for the effects of a significant financing component when the period between transfer of control of the good or service and customer payment is one year or less. Because each contract contains a single performance obligation, the entire transaction price is allocated to that obligation.
Revenue Recognition – Timing
The Company recognizes revenue either over time or at a point in time depending on the nature of the performance obligation.
Maintenance contract revenue is recognized over time as the customer simultaneously receives and consumes the benefits of the services as they are provided. Revenue is recognized ratably on a straight-line basis over the contract term. Amounts received in advance of services being provided are recorded as deferred revenue and recognized as revenue as the related performance obligations are satisfied.
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 years December 31, 2025 and 2024, no equipment sale revenue had been recognized, as the conditions for transfer of control had not yet been met.
Principal vs. Agent Considerations
The Company has determined that it acts as a principal in all revenue transactions. The Company controls the services prior to transfer to the customer, is responsible for fulfilling all contractual obligations including uptime guarantees, bears the risk of performance, and has discretion in establishing contract pricing. Accordingly, revenue is recognized on a gross basis.
Contract Balances and Remaining Performance Obligations
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 and are expected to be recognized as revenue within the next twelve months. There were no contract assets as of December 31, 2025 or 2024.
The Company has elected the practical expedient under ASC 606-10-50-14 not to disclose the aggregate amount of the transaction price allocated to remaining performance obligations for contracts with an original expected duration of one year or less.
Deferred Revenue (Contract Liabilities)
Deferred revenue represents consideration received from customers prior to the satisfaction of the related performance obligation.
Maintenance contract amounts billed in advance represent consideration received from customers prior to the applicable service period. These amounts are recognized as revenue ratably over the service period as performance obligations are satisfied.
Related Parties
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.
Related parties include, but are not limited to:
Principal owners of the Company.
Members of management (including directors, executive officers, and key employees).
Immediate family members of principal owners and members of management.
Entities affiliated with principal owners or management through direct or indirect ownership.
Entities with which the Company has significant transactions, where one party has the ability to exercise control or significant influence over the management or operating policies of the other.
A party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company in a manner that could prevent either party from fully pursuing its own separate economic interests.
The Company discloses all material related party transactions, including:
The nature of the relationship between the parties.
A description of the transaction(s), including terms and amounts involved.
Any amounts due to or from related parties as of the reporting date.
Any other elements necessary for a clear understanding of the transactions’ effects on the financial statements.
Disclosures are made in accordance with ASC 850-10-50-1 through 50-6 and SEC Regulation S-X, Rule 4-08(k), which requires registrants to disclose material related party transactions and their effects on the financial position and results of operations.
Information Regarding and Factors Affecting Forward Looking Statements
The Company is including the following cautionary statement in this Annual Report on Form 10-K to make applicable and take advantage of the safe harbor provision of the Private Securities Litigation Reform Act of 1995 for any forward looking statements made by, or on behalf of the Company. Forward looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. Certain statements contained herein are forward looking statements and, accordingly, involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward looking statements.
The Company’s expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitations, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in the view of the Company, could cause actual results to differ materially from those discussed in the forward looking statements: the ability of the Company to attain widespread market acceptance of its systems; the ability of the Company to obtain acceptable forms and amounts of financing to fund future operations; demand for the Company’s services; and competitive factors. The Company disclaims any obligation to update any forward looking statements to reflect events or circumstances after the date hereof.