SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549




                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



   Date of report (Date of earliest event reported)              August 18, 1999
                                                                 ---------------

                              POSITRON CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                      Texas
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

        000-24092                                        76-0083622
------------------------------              ------------------------------------
(Commission File Number)                    (I.R.S. Employer Identification No.)

            1304 Langham Creek Drive, Suite 310, Houston, Texas 77048
--------------------------------------------------------------------------------
     (Address of Principal Executive Offices)                         (Zip Code)

                                 (281) 492-7100
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)




<PAGE>


Item 5: Other Events.

Private Placement

     On  August  18,  1999  Positron  Corporation   ("Positron")  announced  the
completion of a private  placement of  42,166,664  shares of its common stock at
$0.30 per share.  Positron  realized gross proceeds of $12,650,000 from the sale
and net proceeds,  after fees and expenses,  of approximately  $11,400,000 which
will be used to pay debt, including approximately $650,000 owed to Imatron Inc.,
and for general corporate  purposes and working capital.  In connection with the
company's  recapitalization  and with the placement,  Positron issued 10,650,000
five year  warrants  with an  exercise  price of $0.05 per share and  10,810,000
warrants  with an  exercise  price of $0.30 per share.  Upon  completion  of the
transaction,  Positron had issued and  outstanding  57,459,836  shares of common
stock, 1,137,000 shares of Series A Preferred Stock, and warrants and options to
purchase  28,642,933  shares  of  common  stock.  The  securities  have not been
registered under the Securities At of 1933 and may not be offered or sold in the
United States absent  registration or an applicable  exemption from registration
requirements.

     Attached hereto as Exhibit 99.1 and  incorporated by reference  herein is a
press  release  issued by Positron on August 18, 1999  relating to the foregoing
transaction.

Item 7.  Financial Statements and Exhibits.

          Exhibit No.          Description
          Exhibit 5.1          Form of Stock Purchase Agreement
          Exhibit 5.2          Form of Stock Purchase Warrant
          Exhibit 99.1         Press Release dated August 18, 1999

     Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,
Positron  Corporation  has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                              POSITRON CORPORATION



                                              By: /s/ GARY H. BROOKS
                                                 -----------------------------
                                                 Gary H. Brooks
                                                 President


<PAGE>


                                  EXHIBIT INDEX

                                                                    Sequentially
Exhibit No.      Document                                          Numbered Page

Exhibit 5.1:     Form of Stock Purchase Agreement                         5
Exhibit 5.2      Form of Common Stock Purchase Warrant                   11
Exhibit 99.1     Press Release dated August 18, 1999                     14
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4333}]
{"company-data": {"conformed-name": "POSITRON CORP", "cik": "0000844985", "assigned-sic": "3845", "irs-number": "760083622", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24092", "film-number": "99697397"}, "business-address": {"street1": "1304 LANGHAM CREEK DRIVE, SUITE 310", "city": "HOUSTON", "state": "TX", "zip": "77048", "phone": "2814927100"}, "mail-address": {"street1": "1304 LANGHAM CREEK DRIVE, SUITE 310", "city": "HOUSTON", "state": "TX", "zip": "77048"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

   Date of report (Date of earliest event reported)              August 18, 1999
                                                                 ---------------

                              POSITRON CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                      Texas
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

        000-24092                                        76-0083622
------------------------------              ------------------------------------
(Commission File Number)                    (I.R.S. Employer Identification No.)

            1304 Langham Creek Drive, Suite 310, Houston, Texas 77048
--------------------------------------------------------------------------------
     (Address of Principal Executive Offices)                         (Zip Code)

                                 (281) 492-7100
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
Item 5: Other Events.

Private Placement

     On  August  18,  1999  Positron  Corporation   ("Positron")  announced  the
completion of a private  placement of  42,166,664  shares of its common stock at
$0.30 per share.  Positron  realized gross proceeds of $12,650,000 from the sale
and net proceeds,  after fees and expenses,  of approximately  $11,400,000 which
will be used to pay debt, including approximately $650,000 owed to Imatron Inc.,
and for general corporate  purposes and working capital.  In connection with the
company's  recapitalization  and with the placement,  Positron issued 10,650,000
five year  warrants  with an  exercise  price of $0.05 per share and  10,810,000
warrants  with an  exercise  price of $0.30 per share.  Upon  completion  of the
transaction,  Positron had issued and  outstanding  57,459,836  shares of common
stock, 1,137,000 shares of Series A Preferred Stock, and warrants and options to
purchase  28,642,933  shares  of  common  stock.  The  securities  have not been
registered under the Securities At of 1933 and may not be offered or sold in the
United States absent  registration or an applicable  exemption from registration
requirements.

     Attached hereto as Exhibit 99.1 and  incorporated by reference  herein is a
press  release  issued by Positron on August 18, 1999  relating to the foregoing
transaction.

Item 7.  Financial Statements and Exhibits.

          Exhibit No.          Description
          Exhibit 5.1          Form of Stock Purchase Agreement
          Exhibit 5.2          Form of Stock Purchase Warrant
          Exhibit 99.1         Press Release dated August 18, 1999

     Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,
Positron  Corporation  has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                              POSITRON CORPORATION

                                              By: /s/ GARY H. BROOKS
                                                 -----------------------------
                                                 Gary H. Brooks
                                                 President
EXHIBIT INDEX

                                                                    Sequentially
Exhibit No.      Document                                          Numbered Page

Exhibit 5.1:     Form of Stock Purchase Agreement                         5
Exhibit 5.2      Form of Common Stock Purchase Warrant                   11
Exhibit 99.1     Press Release dated August 18, 1999                     14