UNITED STATES
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): March 21,
2017
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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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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
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
March 21, 2017, Alan W. Schoenbart, currently the Company’s
Interim Chief Executive Officer and Chief Financial Officer, was
appointed by the board of directors of the Company (the
“Board”) to serve as Chief Executive Officer of the
Company. He will also continue as Chief Financial Officer. Mr.
Schoenbart was also appointed by the Board as a director to serve
in Class I to fill a vacancy on the Board. 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.” 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.
In
connection with his appointment as Chief Executive Officer, the
Company granted to Mr. Schoenbart an option (“Option”)
to purchase 500,000 shares of common stock, par value $.01 per
share (“Common Stock”), of the Company pursuant to the
Company’s 2008 Equity Incentive Plan. The Option has a term
of 10 years, an exercise price of $0.16 per share, the closing
price of the Common Stock on the date of grant, and vested in full
immediately on grant. Mr. Schoenbart was also granted 100,000
restricted shares of Common Stock pursuant to the Company’s
2008 Equity Incentive Plan, which shares vested in full immediately
on grant.
On
March 21, 2017, each of Michael M. Goldberg, M.D. and Shepard M.
Goldberg resigned as members of the Board and all committees
thereof effective as of that date, each to pursue other
professional interests. Neither Michael Goldberg’s nor
Shepard Goldberg’s resignation was the result of any dispute
or disagreement with the Company on any matter relating to the
operations, policies or practices of the Company.
The
Company issued to each of Michael Goldberg and Shepard Goldberg an
unsecured promissory note, dated March 21, 2017 (collectively, the
“Notes”), in the principal amount of $75,000 in payment
of director fees owed to each of them by the Company. The Notes
bear interest on the unpaid principal balance at a rate equal to
fifteen percent (15%) per annum, compounded annually. The Notes are
due on March 21, 2019.
Also in
consideration of their prior service, the Company granted to each
of Michael Goldberg and Shepard Goldberg 25,000 restricted shares
of Common Stock, pursuant to the Corporation’s 2008 Equity
Incentive Plan, which shares vested in full immediately on grant.
The Board also determined to extend the exercisability period under
any outstanding stock options held by each of the Goldbergs through
the original expiration date of each such stock
option.
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:
March 21, 2017
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By:
/s/ Alan W.
Schoenbart
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Alan W.
Schoenbart
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Chief
Executive Officer
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