American Scientific Resources
| ||Item 1.01. ||Entry into a Material Definitive Agreement. |
On February 23, 2012, American Scientific Resources, Incorporated, a Nevada corporation (the "Company"), entered into an asset purchase agreement (the "Asset Purchase Agreement") with American Scientific Resources, Inc., a Delaware corporation (the "Purchaser"). Pursuant to the Asset Purchase Agreement, the Company sold certain receivables and certain intellectual property to the Purchaser for a purchase price consisting of (i) $50,000 cash advanced at closing and (ii) a royalty for up to five years from the date of closing equal to 5% of the Purchaser's net revenues less returns less direct costs and joint marketing money up to a maximum of $4,000,000. Royalty payments will be remitted on the 15th day of each month 75 days in arrears for each calendar month.
The transferred receivables and intellectual property were used to manufacture and market certain of the Company's healthcare and medical device products, including the Disintegrator home needle destruction device (the "Disintegrator") and the VeraTemp Non-Contact thermometers. The Company retained, among other things, its Kidz-Med product line, certain trademarks, the right to market and sell the remaining Disintegrator inventory in its possession, its Food and Drug Administration ("FDA") and ISO13485 compliant facility, FDA approvals necessary to operate as a medical device, repackaging or contract manufacturing business and its goodwill and corporate franchise.
The Purchaser also assumed an aggregate of $1,785,745 of principal and interest owed by the Company under certain of its outstanding convertible notes. The Asset Purchase Agreement provides that if within five years from the date of closing either (i) all of the issued and outstanding shares of common stock of the Purchaser are sold to a third party or (ii) all or substantially all of the assets of the Purchaser are sold to a third party, then the Purchaser shall pay the Company $4,000,000 less any amounts already paid by the Purchaser to the Company as a part of the purchase price described above. Also on February 23, 2012, the Company, the Purchaser and the holders of assumed debt entered into a consent agreement (the "Consent Agreement") pursuant to which the holders consented to the Purchaser's assumption of the debt and agreed to release the Company of all legal and financial responsibility, indebtedness and liability with respect to the notes.
Robert Faber, the Company's President and Chief Executive Officer and Chairman of the board of directors, and Jason Roth, the Company's Senior Vice President and Director of Business Development and a director, are officers and directors of the Purchaser. The transaction was approved by a majority of the disinterested members of the Company's board of directors pursuant to Section 78.140 of the Nevada Revised Statutes.
|Item 1.03. ||Bankruptcy or Receivership. |
On February 27, 2012, an involuntary Petition under Chapter 7 of the United States Bankruptcy Code was filed against the Company in the United States Bankruptcy Court for the Southern District of Florida. No order for relief has been entered by the Bankruptcy Court nor has a trustee in bankruptcy been appointed by the U.S. Trustee. The Company does not intend to seek dismissal of this Petition.
As a result of this Chapter 7 proceeding, the Company will no longer file periodic reports under the Securities Exchange Act of 1934 and thus (i) its Common Stock will no longer be traded on the Over the Counter Bulletin Board, and (ii) its shares will no longer be eligible for legend removal under Rule 144 for failure to continue to meet the current reporting requirement under Rule 144.
|Item 5.02. ||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Thomas W. Materna resigned from the board of directors (the "Board") of American Scientific Resources, Incorporated, a Nevada corporation (the "Company") on February 29, 2012. Robert T. Faber and Jason Roth resigned from the Board and as officers of the Company on March 15, 2012. Paul Cohen and Austin Kasinetz resigned from the Board on March 15, 2012. Howard Taylor remains as the sole director of the Company and shall function as its officer, by default, as all officers have resigned.
On March 2, 2012, the Board received a letter from Christopher Tirotta, dated March 2, 2012, in which Dr. Tirotta informed the Board that he was tendering his resignation as a member of the Board effective February 27, 2012. Dr. Tirotta's letter states that his decision to resign was due to his disagreement with the Company's entry into an asset purchase agreement with American Scientific Resources, Inc., a Delaware corporation, on February 23, 2012. A copy of Dr. Tirotta's letter is attached as Exhibit 17.1 to this Current Report on Form 8-K and incorporated herein by reference.
In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Dr. Tirotta a copy of the disclosures it is making in this Item 5.02 report no later than the day of filing this Form 8-K with the Securities and Exchange Commission. The Company has provided Dr. Tirotta with the opportunity to furnish it as promptly as possible with a letter addressed to the Company stating whether he agrees with the statements made by the Company in response to this Item 5.02 and, if not, stating the respects in which he does not agree; and the Company shall file any letter received by it from the director with the Commission as an exhibit by an amendment to this Form 8-K within two business days after receipt by the Company.
SUMMONS TO DEBTOR IN INVOLUNTARY CASE
To the above named debtor:
A petition under title 11, United States Code was filed against you in this bankruptcy court on February 27, 2012, requesting an
order for relief under chapter 7 of the Bankruptcy Code (title 11 of the United States Code).
YOU ARE SUMMONED and required to file with the clerk of the bankruptcy court a motion or answer to the petition within 21
days after the service of this summons. A motion to convert by the debtor in an involuntary chapter 7 proceeding shall be
deemed a consent to entry of an order for relief under the chapter to which the case is being converted (Local Rule 1013-1(B)).
A copy of the petition is attached.
Address of the clerk:
299 E Broward Blvd, Room 112
Ft Lauderdale FL 33301