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ECTE > SEC Filings for ECTE > Form 8-K on 6-Mar-2014All Recent SEC Filings

Show all filings for ECHO THERAPEUTICS, INC.



Change in Directors or Principal Officers, Financial Statements and Exhib

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 10, 2013, the Company and Platinum Partners Value Arbitrage Fund L.P. and Platinum Partners Liquid Opportunity Master Fund L.P. (collectively, "Platinum") entered into a Securities Purchase Agreement (the "SPA") which provides that, subject to certain conditions, the Company shall nominate and use its reasonable best efforts to cause to be elected and cause to remain as a member of the Company's Board of Directors (the "Board") until the Company's 2014 annual meeting of stockholders (the "2014 Meeting"), one individual designated by Platinum (the "Platinum Designee"). The qualifications of each Platinum Designee shall be evaluated based upon the Company's policies regarding criteria for nomination to the Board and procedures for nomination of directors by stockholders in effect on December 10, 2013 (collectively, the "Nomination Policy").

The SPA also provides that the Company will nominate, and solicit for the election of in the same manner as the other individuals up for election, the Platinum Designee (subject to the Platinum Designee continuing to meet the Nomination Policy) for election by the stockholders at the 2014 Meeting, provided that Platinum owns at least 10% of the outstanding shares of the Company's common stock at such time. After the 2014 Meeting, the Company shall have no obligations with respect to the nomination or election of the Platinum Designee.

Platinum nominated Michael M. Goldberg, M.D. as the Platinum Designee for membership on the Board pursuant to the SPA. On February 28, 2014, the Board appointed Dr. Goldberg to fill a vacancy on the Company's Board of Directors (the "Board").

Item 9.01. Financial Statements and Exhibits.

On February 28, 2014, the Company issued a press release announcing the appointment of Dr. Goldberg to the Board. A copy of the press release is attached as Exhibit 99.1 to this report.

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