Attached files
| file | filename |
|---|---|
| EX-10.3 - EX-10.3 - AMERICAN SCIENTIFIC RESOURCES INC | v210270_ex10-3.htm |
| EX-10.1 - EX-10.1 - AMERICAN SCIENTIFIC RESOURCES INC | v210270_ex10-1.htm |
| EX-10.4 - EX-10.4 - AMERICAN SCIENTIFIC RESOURCES INC | v210270_ex10-4.htm |
| EX-10.2 - EX-10.2 - AMERICAN SCIENTIFIC RESOURCES INC | v210270_ex10-2.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): February 1, 2011
AMERICAN SCIENTIFIC
RESOURCES, INCORPORATED
(Exact
name of registrant as specified in its charter)
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Nevada
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333-171789
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14-1820954
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(State
of Incorporation)
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(Commission
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(IRS
Employer
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File
Number)
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Identification
#)
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1112 Weston Road, Unit
278
Weston, FL
33326
Address
of Principal Executive Offices)
847-386-1384
(Former
address, if changed since last report)
Copies
to:
David
Manno, Esq.
Jeff
Cahlon, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On
February 1, 2011, American Scientific Resources, Incorporated (the “Company”)
entered into a letter agreement (the “Granite Letter Agreement”) with Granite
Financial Group, LLC (“Granite”). Pursuant to the Granite Letter
Agreement:
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·
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The
maturity date of the promissory notes, dated October 12, 2010 and November
5, 2010, issued by the Company to Granite, was extended to April 12,
2011.
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·
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Granite
waived any adjustment to the conversion or exercise price of the
convertible debentures, dated May 13, 2010, and July 22, 2010, and the
warrants dated May 13, 2010 and July 22, 2010, as a result of the issuance
of 5,000,000 shares of common stock to Lanktree Consulting Corporation
(“Lanktree”), or the issuance of 32,000,000 shares of common stock to
Granite.
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·
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The
Company agreed to issue to Granite 32,000,000 shares of common
stock.
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On
February 3, 2011, the Company entered into an equity purchase agreement (the
“Purchase Agreement”) with Southridge Partners II, LP. (“Southridge”). Pursuant
to the Purchase Agreement:
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·
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Southridge
agreed to purchase from the Company, from time to time in the Company’s
discretion (subject to the conditions set forth therein), for a period of
up to 24 months commencing on the effective date of the registration
statement to be filed by the Company for resale of the shares of common
stock issuable under the Purchase Agreement, up to $10,000,000 in the
Company’s common stock.
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·
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Pursuant
to a registration rights agreement between the Company and Southridge
entered into in connection with the Purchase Agreement, the Company agreed
to file a registration statement for the resale of not less than the
maximum number of shares of common stock allowable pursuant to Rule 415
under the Securities Act of 1933, as amended, of shares of common stock
issuable under the Purchase Agreement, within 45 days of execution of the
Purchase Agreement.
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·
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The
purchase price for the shares of common stock sold under the Purchase
Agreement will be equal to 92% of the average of the lowest 2 daily
closing prices for the 5 trading days immediately following the date on
which the Company is deemed to provide notice of a sale of common stock
under the Purchase Agreement.
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·
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The
maximum amount of common stock that Southridge shall be obligated to
purchase with respect to any single closing under the Purchase Agreement
will be the lesser of $500,000 or 250% of the average dollar trading
volume of the Company’s common stock for the 20 trading days immediately
preceding the date on which the Company provides notice of a sale under
the Purchase Agreement.
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·
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Upon
execution of the Purchase Agreement, the Company issued to Southridge a
five-year warrant to purchase 25,000,000 shares of common stock at an
exercise price of $0.00615, which may be exercised on a cashless basis if
there is no effective registration statement for the resale of shares of
common stock underlying the warrant six month following the
issuance.
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·
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The
Company agreed to issue to its management and directors a series of
preferred stock with voting rights sufficient to grant such holders the
ability to vote in favor of an increase in the Company’s authorized common
stock and/or a reverse split of the outstanding shares of common stock.
Accordingly, on February 4, 2011, the Company issued to each of its four
directors 12,500 shares of Series A Preferred
Stock.
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In
connection with the foregoing, the Company relied upon the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended,
for transactions not involving a public offering.
Item
3.02 Unregistered Sales of Equity Securities.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
Number
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Description
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10.1
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Letter
agreement, dated February 7, 2011, between the Company and
Granite
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10.2
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Equity
Purchase Agreement, dated February 3, 2011, between the Company and
Southridge
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10.3
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Registration
Rights Agreement, dated February 3, 2011,l between the Company and
Southridge
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10.4
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Warrant,
dated February 3, 2011, issued by the Company to
Southridge
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| AMERICAN SCIENTIFIC RESOURCES, INCORPORATED | |||
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Date:
February 7, 2011
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By:
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/s/ Christopher Tirotta | |
| Christopher Tirotta, Chief Executive Officer | |||