Attached files
UNITED STATES
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): June 13, 2013
Echo Therapeutics, Inc.
(Exact name of Company as specified in its charter)
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Delaware
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000-23017
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41-1649949
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(State or other jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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8 Penn Center
1628 JFK Blvd., Suite 300
Philadelphia, PA
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19103
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(Address of principal executive offices)
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(Zip Code)
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Company’s telephone number, including area code: (215) 717-4100
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events
Echo Therapeutics, Inc. (the “Company”) entered into an underwriting agreement dated June 13, 2013 (the “Underwriting Agreement”) with Aegis Capital Corp. as representative of the several underwriters listed on Schedule C to the Underwriting Agreement (collectively, the “Underwriters”), with respect to the issuance and sale in an underwritten public offering (the “Offering”) by the Company of an aggregate of 4,025,000 shares of the Company’s common stock, $0.01 par value (the “Shares”), at a price to the public of $2.70 per Share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 45-day option to purchase up to an additional 603,750 Shares. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. Aegis Capital Corp. is acting as the sole book-running manager for the Offering.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference. A copy of the opinion of Morgan, Lewis & Bockius LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.
On June 19, 2013, the Underwriters fully exercised their over-allotment option to purchase an additional 603,750 Shares at a price to the public of $ 2.70 per Share.
The gross proceeds to the Company, before expenses, from the sale of the Shares in the Offering are approximately $11.5 million.
The Company expects to use the net proceeds of the Offering for general corporate purposes, including manufacturing and key equipment purchases, planned clinical trial expenses, sales and marketing channel preparations, European operations planning and implementation, other research and development expenses, and general and administrative expenses.
The Offering is being made pursuant to a preliminary prospectus supplement dated June 7, 2013, a final prospectus supplement dated June 13, 2013, and an accompanying base prospectus dated October 28, 2011 under the Company’s existing shelf registration statement on Form S-3 (File No. 333-175938), which was filed with the Securities and Exchange Commission on August 1, 2011, as amended on October 18, 2011 and declared effective on October 28, 2011. The Offering is expected to close on or about June 19, 2013, subject to the satisfaction of customary closing conditions.
On June 13, 2013, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Exhibit
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1.1
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Underwriting Agreement, dated as of June 13, 2013
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5.1
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Opinion of Morgan, Lewis & Bockius LLP
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23.1
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Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
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99.1
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Press release dated June 13, 2013
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ECHO THERAPEUTICS, INC.
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Dated: June 19, 2013
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By: /s/ Patrick T. Mooney
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Patrick T. Mooney
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President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Exhibit
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1.1
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Underwriting Agreement dated as of June 13, 2013
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5.1
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Opinion of Morgan, Lewis & Bockius LLP
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23.1
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Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
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99.1
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Press release dated June 13, 2013
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