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 30,
2016
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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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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☐
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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
8.01.
Other
Events.
On
November 30, 2016, Echo Therapeutics, Inc. (the
“Company”) received an Order to Show Cause (the
“Order”) filed by Manchester Management Company, LLC,
Manchester Alpha, L.P., JEB Partners, L.P., in its individual and
derivative capacity, James E. Besser and Donald E. Besser
(collectively, the “Plaintiffs”) in the United States
District Court for the Southern District of New York (the
“Southern District”) against the Company, Michael
Goldberg (“MG”), Shepard Goldberg (“SG”),
Alec Goldberg, Platinum Management (NY) LLC
(“Platinum”), Mark Nordlicht (“Nordlicht”),
Bernard Fuchs (“Fuchs, and together with Platinum and
Nordlicht, the “Platinum Defendants”), Medical
Technologies Innovation Asia, Ltd. (“MTIA”), as
defendants, and the Company as nominal defendant (collectively, the
“Defendants”). The Order was obtained by the
Plaintiffs, ex parte, based, in part, upon information provided by
Thomas Bishop, the Company’s former Vice President of
Operations and Product Development, who tendered his resignation
after admitting to lying to the Company’s officers and
directors regarding attending a meeting in Florida with one or more
of the Plaintiffs that he was instructed not to attend, and Craig
Pierson, Managing Director of Investment Banking from LifeTech
Capital who the Company understands attended the meeting with Mr.
Bishop in Florida and who introduced certain of the Plaintiffs to
the Company. The Order temporarily restrains and enjoins the
Company from taking certain actions outside of the ordinary course
of business, including entering into any agreement with MTIA, or
selling, transferring and/or licensing any of the Company’s
assets. The Order granted Plaintiffs expedited discovery and
depositions are currently being scheduled. A hearing is scheduled
for December 8, 2016. The Company intends to vigorously defend
against this action.
The
Plaintiffs further filed a Summon and Complaint against the
Defendants in the Southern District alleging various violations of
the securities laws, theft of trade secrets, breach of contract and
breach of fiduciary duty. The Complaint seeks, among other things,
damages in excess of $800,000, derivative relief in favor of the
Company against the Platinum Defendants, MG, SG and MTIA, temporary
and permanent injunctive relief restraining and enjoining MTIA, the
Platinum Defendants, MG and SG from transferring, possessing, using
or disclosing trade secrets alleged to have been misappropriated
from Echo, and the appointment of a trustee to operate Echo for the
benefit of Plaintiffs and other secured parties. The Company denies
the allegations and intends to vigorously defend against these
claims.
The
Company expects that defense of these actions will drain the
Company’s remaining limited resources and prevent the
consummation of any transaction that might allow the Company to
continue funding its research and development activities. The
Company is exploring its alternatives, but if the Company is unable
to overturn the temporary restraining order or otherwise settle
these actions, the Company will be unable to continue as a going
concern.
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:
December 2, 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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