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American Scientific Resources (ASFX)

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Last Post: 6/27/2017 10:36:09 PM - Followers: 312 - Board type: Free - Posts Today: 0


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.



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:
Federal Building
299 E Broward Blvd, Room 112
Ft Lauderdale FL 33301

















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#55832   Today marks 60 days. jhnvtjll 06/27/17 10:36:09 PM
#55831   Don't turn your back on this pinkie guys, alwaysdreaming 06/27/17 08:55:55 PM
#55830   Someone buy the rest, I don't have any pennyman247 06/27/17 12:50:25 PM
#55829   Could move here, ask chipping away Carbon_Ziro 06/27/17 12:21:29 PM
#55828   Very good sign, need the bulls to step Carbon_Ziro 06/26/17 05:00:35 PM
#55827   Wow, good chance to grab some cheapies pennyman247 06/26/17 01:51:25 PM
#55826   Nobody selling their shares pennyman247 06/26/17 01:30:25 PM
#55825   Anyone have a lighter to ignite the fuse? Carbon_Ziro 06/26/17 10:21:18 AM
#55824   Why satisfy the bancrupcy? What's your take on alwaysdreaming 06/26/17 09:35:32 AM
#55823   Showtime Carbon_Ziro 06/26/17 09:06:40 AM
#55822   R/M or simply a MM run. Who knows. totffe 06/26/17 09:00:27 AM
#55821   Ah ok... LOL. CW Streett 06/26/17 07:58:22 AM
#55820   streett, its called "mentally masturbating"! we do it imjtw2u 06/26/17 07:56:01 AM
#55819   Hi Would someone please explain why folks are thinking Streett 06/26/17 06:51:03 AM
#55818   0020+ this week pennyman247 06/25/17 10:33:10 PM
#55817   I'll take in between. 005 short term and alwaysdreaming 06/25/17 02:24:31 PM
#55816   Going to make tenfold here atleast. 005+ underway Carbon_Ziro 06/25/17 02:04:52 PM
#55815   Prediction? alwaysdreaming 06/25/17 01:22:09 PM
#55814   .03 totffe 06/25/17 11:41:58 AM
#55813   Huge week ahead of us pennyman247 06/24/17 12:42:35 PM
#55812   Btw, fulfill bankruptcy and start over with the alwaysdreaming 06/23/17 08:56:30 PM
#55811   I'd bet 90 perecent chance something good is alwaysdreaming 06/23/17 08:55:05 PM
#55810   ,,,,,,,Agreed, see Trustees email. Something good or LastKnownJedi 06/23/17 04:54:12 PM
#55809   10 bagger from current prices pennyman247 06/23/17 04:50:02 PM
#55808   5 years ago asfx was forced into BK, alwaysdreaming 06/23/17 04:49:22 PM
#55807   Major boomage coming imo pennyman247 06/23/17 04:46:00 PM
#55806   Yes it is! This will pop in the pennyman247 06/23/17 03:18:25 PM
#55805   Idk why more people aren't on this. Ask Carbon_Ziro 06/23/17 03:18:04 PM
#55804   It'll move hard when it does. 0050+ is pennyman247 06/23/17 03:13:52 PM
#55803   This wants to move Carbon_Ziro 06/23/17 03:13:18 PM
#55802   Should see 0015 soon pennyman247 06/23/17 03:05:29 PM
#55801   ASFX .0006 starting $treet Trader 06/23/17 02:50:25 PM
#55800   ASFX .0005 x .0006 $treet Trader 06/23/17 02:50:08 PM
#55799   ASFX could see another afternoon push Carbon_Ziro 06/23/17 11:40:26 AM
#55798 [quot jhnvtjll 06/23/17 10:15:34 AM
#55797   yup,ASFX .001s coming $treet Trader 06/23/17 09:48:37 AM
#55796   5s are gonna fall here Carbon_Ziro 06/23/17 09:47:30 AM
#55795   Asfx acquired a company that had a needle alwaysdreaming 06/23/17 08:58:19 AM
#55794   7c really? How did that come about. LastKnownJedi 06/23/17 08:07:14 AM
#55793   Anyone know the current share structure? stockguy43 06/23/17 07:30:30 AM
#55792   What are they going to do about the na na 06/23/17 01:19:19 AM
#55791   Good to have you onboard, exciting times ahead. Carbon_Ziro 06/22/17 09:41:05 PM
#55790   i made 1.8 million $ (paper $ on monkey 06/22/17 09:04:14 PM
#55789   ****************** UPDATE: NEWS WHY THIS WILL RUN* ************** LastKnownJedi 06/22/17 05:41:31 PM
#55788   Asfx was my first pinkie back in 08 alwaysdreaming 06/22/17 04:36:21 PM
#55787   Lots of scenarios, but someone is buying in totffe 06/22/17 04:27:12 PM
#55786   Asfx appears to maybe coming out of bankruptcy alwaysdreaming 06/22/17 04:08:11 PM
#55785   ASFX can run hard folks, don't be giving $treet Trader 06/22/17 03:45:21 PM
#55784   With this low S/S they can run this totffe 06/22/17 03:42:26 PM
#55783   ASFX .0006 thinning out each push $treet Trader 06/22/17 03:35:36 PM