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American Scientific Resources (ASFX)

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Last Post: 9/23/2017 12:51:35 PM - Followers: 309 - 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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#55929   Such a low share structure. Lucrative candidate for totffe 09/23/17 12:51:35 PM
#55928   But what would be the news and who Streett 09/20/17 12:15:18 PM
#55927   Sure would be nice, winter is coming Carbon_Ziro 09/18/17 10:50:49 AM
#55926   its kinda time to have some kind of imjtw2u 09/17/17 06:53:28 PM
#55925   Marc Barmat filed his bill for services... CW Streett 08/28/17 02:46:36 PM
#55924   ????anything happening here???? go $$asfx$$ imjtw2u 08/17/17 09:54:34 AM
#55923   Just a fact... not sure how it will Streett 08/02/17 08:18:17 PM
#55922   Any other crumbs thrown out? alwaysdreaming 08/02/17 07:07:55 PM
#55921   Heard from Marc Barmat that he hopes to Streett 08/02/17 02:50:09 PM
#55920   No, no... the messages was automatically changes from Streett 07/27/17 07:22:35 AM
#55919   lmao, i thought that you thought i was imjtw2u 07/25/17 07:24:31 PM
#55918   That was supposed to read Thank you with Streett 07/25/17 05:41:40 PM
#55917   Thank you! ???? I appreciate your comment. Streett 07/25/17 05:40:52 PM
#55916   before anything street, i just want to say imjtw2u 07/24/17 07:11:46 PM
#55915   My email from Mark B stayed he would Streett 07/24/17 02:51:50 PM
#55914   sooooo, im guessing no-one knows anything. imjtw2u 07/24/17 01:54:51 PM
#55913   its been approx. 3 weeks past the 60 imjtw2u 07/21/17 10:42:03 AM
#55912   just wondering if there has been anything going imjtw2u 07/21/17 10:39:27 AM
#55911   Great buying opportunity. Did not think we would totffe 07/18/17 04:56:19 PM
#55910   0002 : 0003 ! knrorrel 07/18/17 04:02:43 PM
#55909   i hope soon and not to 2018 knrorrel 07/17/17 01:49:16 AM
#55908   Would be great knrorrel 07/17/17 01:48:38 AM
#55907   Getting out of bankruptcy in the near future, alwaysdreaming 07/13/17 03:32:54 PM
#55906   i agree knrorrel 07/13/17 09:44:54 AM
#55905   Charts are saying ASFX is a sleeping giant IMO MONEY MAID 07/13/17 12:44:08 AM
#55904   strong chart, looks after UPTREND knrorrel 07/13/17 12:09:46 AM
#55903   on what can be waited here? knrorrel 07/13/17 12:08:29 AM
#55902   What news do you expect ? thx knrorrel 07/13/17 12:04:25 AM
#55901   That's very interesting, and I agree about news, alwaysdreaming 07/11/17 03:41:03 PM
#55900   have a buy order in @.0004 and its imjtw2u 07/11/17 01:23:12 PM
#55899   Yet here you are posting negatives. Hmmmm.....looking for totffe 07/08/17 02:17:44 PM
#55898   Crooked MM's are hiding the bid. totffe 07/07/17 03:14:09 PM
#55897   ASFX .0006 thin $treet Trader 07/07/17 02:34:18 PM
#55894   Yep, but I remember when Asfx lost those alwaysdreaming 07/06/17 05:26:48 PM
#55893   I'm betting copper by fall, like golden leafs alwaysdreaming 07/06/17 04:56:10 PM
#55892   Last one in buys the beer, and/or champagne alwaysdreaming 07/06/17 04:54:37 PM
#55891   Lesson learned on PG##. I WILL NEVER TOUCH GlobalTrader_OTC 07/06/17 04:52:34 PM
#55890   Guess you are watching, waiting, lurking. I can't alwaysdreaming 07/06/17 04:39:17 PM
#55889   $ASFX ... interesting MONEY MAID 07/06/17 03:36:52 PM
#55888   Hi everyone! Is the water warm? AxiomCloud 07/06/17 03:33:24 PM
#55886   ASFX Skull n Bones like PG@@ . Another GlobalTrader_OTC 07/06/17 03:17:12 PM
#55885   whales coming here $treet Trader 07/06/17 02:52:30 PM
#55884   ASFX .0006s falling here come the .001 $treet Trader 07/06/17 02:50:16 PM
#55883   Going to run here Carbon_Ziro 07/06/17 02:41:50 PM
#55882   Monster run coming Carbon_Ziro 07/06/17 02:02:35 PM
#55881   ASFX .0005 x .0006 nice bid in $treet Trader 07/06/17 01:56:41 PM
#55880   Huge bid building Carbon_Ziro 07/06/17 01:40:16 PM
#55879   its ready and thin $treet Trader 07/05/17 12:27:04 PM
#55878   Might be time to move $treet Carbon_Ziro 07/05/17 12:25:44 PM
#55877   ASFX .0006 starting $treet Trader 07/05/17 12:19:21 PM