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): November 18,
2016
Echo Therapeutics, Inc.
(Exact name of Company as specified in its
charter)
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Delaware
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001-35218
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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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99 Wood Avenue South., Suite 302
Iselin, NJ
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08830
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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: (732)
201-4194
(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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☐
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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
1.01
Entry
into a Material Definitive Agreement.
On
November 18, 2016, Echo Therapeutics, Inc. (the
“Company”) entered into an amendment (the
“License Amendment”) to its License, Development and
Commercialization Agreement, dated as of December 10, 2013, with
Medical Technologies Innovation Asia, LTD. Pursuant to the License
Amendment, among other things, the definition of
“Product” contained in Section 1.1.59 thereof was
expanded to include the Company’s Core 2+, Generation 3 and
all future generations of our CGM product(s), as further described
in the License Amendment. The License Amendment will take effect,
and is conditioned upon, the Company’s receipt of an
aggregate of $500,000 in bridge loans on or before November 30,
2016.
On
November 18, 2016, the Company issued a promissory note (the
“Note”) to Network Victory Limited (the
“Lender”) in the aggregate principal amount of up to
$875,000 in respect of bridge loans to be funded to the Company. To
date, the Company has received an aggregate of $575,000 in bridge
loans from Lender (including $375,000 of bridge loans being rolled
into the new Note) and anticipates receiving an additional $300,000
in funding under the Note on or prior to November 30, 2016. The
Note bears interest on the unpaid principal balance outstanding at
a rate of eighteen (18%) per annum, compounding monthly, and may,
at Lender’s option, be exchanged for securities issued in a
subsequent financing by the Company. The Note is due upon the
earlier of (i) the consummation of the sale by the Company of
equity securities in an offering, with gross proceeds to the
Company (before deduction of underwriter’s commissions,
offering expenses and the like) of not less than $1,000,000, and
(ii) five business days after the date that demand for repayment is
made by Lender to the Company in writing, but in no event earlier
than December 10, 2016.
The
summary set forth above is not intended to be complete and is
qualified in its entirety by reference to the License Amendment and
the Note, copies of which are attached hereto as Exhibits 10.1 and
10.2, respectively, and incorporated herein by
reference.
Item
2.03
Creation
of a Direct Financial Obligation or an Obligation Under an Off-
Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 above with respect to the Note
is incorporated by reference into this Item 2.03.
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
November 22, 2016, Alan W. Schoenbart, currently the
Company’s Chief Financial Officer, was
appointed by the board of
directors of the Company (the “Board”) to serve as
Interim Chief Executive Officer of the Company. Mr. Schoenbart will
also continue as Chief Financial Officer. A biography for Mr.
Schoenbart is contained in the Company’s definitive proxy
statement filed on April 12, 2016 under the section entitled
“Executive Compensation.” Also, as previously
disclosed, Mr. Schoenbart is party to an employment agreement,
dated December 29, 2014, with the Company filed with the
Company’s Current Report on Form 8-K on December 30, 2014.
All terms of Mr. Schoenbart’s current employment agreement
remain the same.
The
Board did not appoint Mr. Schoenbart pursuant to any arrangement or
understanding between Mr. Schoenbart and the Company or any other
person or entity, and Mr. Schoenbart does not have any familial
relationship with any director or executive officer of the Company.
In addition, there are no transactions between Mr. Schoenbart and
the Company that are required to be disclosed pursuant to item
404(a) of Regulation S-K under the Securities Exchange Act of 1934,
as amended.
Item
9.01
Financial
Statements and Exhibits.
10.1
Amendment to the
License, Development and Commercialization Agreement between Echo
Therapeutics, Inc. and Medical Technologies Innovation Asia,
LTD.
10.2
Promissory Note,
dated November 18, 2016.
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:
November 23, 2016
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By:
/s/ Alan W.
Schoenbart
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Alan W.
Schoenbart
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Interim Chief
Executive Officer
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