Item
1.01.
Entry
Into a Material Definitive Agreement.
On
November 20, 2007, North American Scientific, Inc., a Delaware corporation,
and
its wholly-owned subsidiary, North American Scientific, Inc., a California
corporation (collectively, the “Company”), entered into a Seventh Amendment and
Forbearance to its Loan and Security Agreement with Silicon Valley Bank (the
“Bank”). The Amendment includes: (i) an extension of the maturity date of the
Loan Agreement to December 20, 2007, and an extension of the maturity date
of
the Bridge Loan Sublimit to the earlier of December 20, 2007 or the date the
Company closes a private investment public equity transaction, and (ii) a
forbearance by the Bank from exercising its rights and remedies against the
Company, until such time as the Bank determines in its discretion to cease
such
forbearance, due to the defaults under the Loan Agreement resulting from the
Company failing to comply with the tangible net worth covenant in the Loan
Agreement as of July 31, 2007, August 31, 2007 and September 30,
2007.
In
connection with the amendment to the Bank Loan Agreement, the Company granted
a
warrant to the Bank to purchase 90,909 shares of the Company’s Common Stock, at
a warrant price of $0.55 per share, subject
to
adjustment as provided in such warrant. The warrant will expire in five years
unless previously exercised.
Also,
on
November 20, 2007, the Company executed a Second Amendment to the Loan Agreement
with Agility Capital, LLC to extend the maturity date of the Agility Loan
Agreement from November 20, 2007 to December 21, 2007, and the Company executed
an Amendment to the Loan Agreement with Mr. John Friede, a director and
stockholder of the Company, to extend the maturity date of the Friede Loan
Agreement from November 20, 2007 to December 20, 2007.
In
connection with the amendment to the Agility Loan Agreement, the Company granted
a warrant to Agility to purchase that number of shares of the Company’s Common
Stock as shall be equal to $231,250 divided by the warrant price, which is
equal
to the lowest of
(i)
the
closing price of Company’s Common Stock the day before the issue date of the
warrant, as published in The Wall Street Journal on the issue date, or (ii)
the
average closing price of the Company’s Common Stock for the 30 days before the
issue date, or (iii) the price at which Company next issues its Common Stock
or
other equity-linked securities, other than issuances of its Common Stock to
officers and employees by the Company pursuant to its 2006 Stock Plan, 2000
Employee Stock Purchase Plan and 2003 Non-Employee Directors’ Equity
Compensation Plan and any other employee incentive plan approved by Company’s
stockholders, subject to adjustment as provided in the warrant. The warrant
will
expire in seven years unless previously exercised.
In
the
amendment to the Friede Loan Agreement, the amount which may be borrowed by
the
Company thereunder was reduced from $500,000 to $250,000.