Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
ECTE > SEC Filings for ECTE > Form 8-K on 13-Dec-2013All Recent SEC Filings

Show all filings for ECHO THERAPEUTICS, INC.

Form 8-K for ECHO THERAPEUTICS, INC.


13-Dec-2013

Entry into a Material Definitive Agreement, Unregistered Sale of Equity S


Item 1.01. Entry into a Material Definitive Agreement.

License, Development and Commercialization Agreement

As previously announced in the press release attached to this report as Exhibit 99.1, Echo Therapeutics, Inc. (the "Company") and Medical Technologies Innovation Asia, LTD. ("MTIA") entered into a License, Development and Commercialization Agreement (the "Agreement") on December 10, 2013.

Subject to the terms and conditions of the Agreement, the Company granted MTIA rights, under certain intellectual property and know-how that relate to the Company's Symphony® CGM System (the "Product"), to (i) exclusively research, develop, manufacture, and use the Product in connection with the development activities needed for regulatory approval in the People's Republic of China, Hong Kong, Macau and Taiwan (the "Licensed Territory"), and (ii) exclusively make, have made, use, sell, have sold, offer for sale and import the Product in the Licensed Territory once regulatory approval has been received. Additionally, subject to the terms and conditions set forth in the Agreement, MTIA received the right to grant certain distribution rights to its affiliates or third parties.

MTIA is responsible for conducting all required clinical trials and all development costs relating to regulatory approval of the Product in the Licensed Territory, as well as manufacturing and marketing costs relating to commercialization of the Product in the Licensed Territory. MTIA is also responsible for obtaining and maintaining all regulatory approvals from applicable authorities in the Licensed Territory.

Upon the earlier of regulatory approval of the Product by the China Food and Drug Administration or termination of the Agreement by the Company, the Company is required, subject to certain terms and conditions, to reimburse MTIA up to $1,500,000 for development costs incurred by MTIA. The reimbursement will be in the form of common stock of the Company, valued at $2.71 per share, which was the NASDAQ closing price on December 9, 2013, the date prior to the date the parties entered into the Agreement. Additionally, the Company and MTIA will share future net sales of the Product generated within the Licensed Territory.

The Company has the option, at its sole discretion, to enter into negotiations with MTIA for supply of the Product in territories that are not licensed to MTIA under the Agreement.

The Agreement has a term of ten (10) years, subject to earlier termination rights including, but not limited to, for breach of the Agreement, change of control events, and certain performance obligations.

Securities Purchase Agreements

Also on December 10, 2013, the Company entered into (i) a Securities Purchase Agreement with Platinum Partners Value Arbitrage Fund L.P. ("Platinum Value") and Platinum Partners Liquid Opportunity Master Fund L.P. ("Platinum Liquid", and together with Platinum Value, the "Platinum Partners") (the "Platinum Securities Purchase Agreement") and (ii) a Securities Purchase Agreement with MTIA and Beijing Sino Tau Shang Pin Tech and Development Corp. ("MTIA Affiliate", and together with MTIA, the "China Purchasers") (the "MTIA Securities Purchase Agreement", and together with the Platinum Securities Purchase Agreement, the "Securities Purchase Agreements").


Pursuant to the Platinum Securities Purchase Agreement, the Platinum Partners purchased an aggregate of 1,818,182 of the Company's capital stock. Of that total, Platinum Partners purchased 69,569 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), at $2.75 per share, being a premium to the NASDAQ closing price of $2.71 per share on December 9, 2013. Of the total shares of Common Stock purchased by the Platinum Partners, Platinum Value purchased 55,655 shares and Platinum Liquid purchased 13,914 shares. In addition, the Platinum Partners purchased a total of 1,748,613 shares of Series E Preferred Stock ("Preferred Stock") at a purchase price of $2.75 per share, which, under certain conditions, are exchangeable into shares of the Company's common stock on a one-for-one basis. The conversion of Preferred Stock into shares of Common Stock, however, is subject to a restriction, which prohibits the conversion of shares of Preferred Stock if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of common stock owned by the Platinum Partners and their affiliates at such time, the number of shares of Common Stock which would result in Platinum Partners and their affiliates beneficially owning in excess of 19.99% of all of the Company's common stock outstanding at such time. Under the terms of the Platinum Securities Purchase Agreement, the Platinum Partners also received 181,818 warrants, having a five-year term and an exercise price of $2.75 per warrant. Of the total warrants received, Platinum Value received 145,455 warrants and Platinum Liquid received 36,363 warrants. The warrants are exercisable six months and one day following the issuance date thereof. Under the terms of the Platinum Securities Purchase Agreement, the Company has, at the request of the Platinum Partners, agreed to prepare a proxy statement and seek shareholder approval of the issuance of the common stock underlying the Preferred Stock and the warrants. The Company received the proceeds of $5,000,000 from the sale of the securities to the Platinum Partners on December 10, 2013.

Under the MTIA Securities Purchase Agreement, the MTIA Partners purchased a total of 1,818,182 shares of the Company's Common Stock also at $2.75 per share. Of the total shares of Common Stock purchased, MTIA purchased 618,182 shares and MTIA Affiliate purchased 1,200,000 shares. The China Purchasers also received 181,818 warrants, having a five-year term and an exercise price of $2.75. Of the total warrants received, 61,818 warrants were allocated to MTIA and 120,000 warrants were allocated to MTIA Affiliate. The warrants issued to the China Purchasers are also exercisable six months and one day following the issue date. The Company has not yet received the proceeds of the sale of the securities from the China Purchasers due to administrative issues, primarily related to the governmental currency exchange process in China and the parties have extended the due date of receipt of such proceeds from December 12, 2013 until December 23, 2013. If the Company does not receive the proceeds by the extended due date, then the Company has the right to terminate the MTIA Securities Purchase Agreement and the License, Development and Commercialization Agreement stated above, unless such date is extended again by mutual written consent. All other provisions of the MTIA Securities Purchase Agreement remain in effect.

The Company intends to use the proceeds of the sale of these securities for . . .



Item 3.02. Unregistered Sales of Equity Securities

The information set forth in Item 1.01 above regarding the Company's issuance of shares of Common Stock, shares of Series E Preferred Stock and warrants is hereby incorporated into this Item 3.02. The shares of Common Stock, shares of Series E Preferred Stock and warrants were offered and sold in transactions exempt from registration under the Securities Act of 1933, in reliance on
Section 4(2) thereof.



Item 7.01. Regulation FD Disclosure.

On December 10, 2013, the Company issued a press release announcing the Agreement and the Securities Purchase Agreements. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

The Exhibit 99.1 press release issued by the Company on December 10, 2013 listed in the Exhibit Index immediately preceding such Exhibit is filed with or incorporated by reference in this report.


  Add ECTE to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for ECTE - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.