8-K

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): December 14, 2007

Echo Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction
of Incorporation) 000-23017
(Commission File Number) 41-1649949
(I.R.S. Employer
Identification No.)

10 Forge Parkway
Franklin, Massachusetts
(Address of principal executive offices)
02038
(Zip Code)

Registrant’s telephone number, including area code: (508) 553-8850

(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 registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     On December 14, 2007, the Registrant and Platinum Long Term Growth VII, LLC (“Platinum”) executed an amendment (the “Amendment”) to the Registrant’s Senior Promissory Bridge Note, issued September 14, 2007, in the principal amount of $750,000 made payable to Platinum (the “Note”).

     Under the terms of the Note, in the event that the Registrant did not engage in a subsequent equity or equity linked financing or a combination of equity financings resulting in gross proceeds to the Registrant totaling at least $2.5 million, inclusive of $1.325 million (the aggregate principal amount of the Senior Promissory Bridge Notes issued by the Registrant on September 14, 2007), on or before December 15, 2007 (the “Conversion Option Date”), the Note would become convertible, at the option of the holder, into shares of the Registrant’s common stock at a ratio determined by dividing the outstanding principal and interest of the Note by a price per share equal to the price per share of the Registrant’s most recent equity or equity-linked financing at the time of conversion. The Note is described in further detail in the Registrant’s Form 8-K, dated September 14, 2007, and filed with the Securities and Exchange Commission on September 20, 2007.

     The Amendment extends the Conversion Option Date of the Note to December 31, 2007. Additionally, the Amendment provides that Platinum may not convert the Note into shares of the Company’s common stock if such conversion would result in Platinum beneficially owning more than 4.99% or 9.99%, as applicable, of all of the Registrant’s common stock outstanding at the time. Platinum may waive the foregoing provision upon sixty-one days advance written notice. No modifications were made to any of the other of the Registrant’s Senior Promissory Bridge Notes, issued September 14, 2007.

     The foregoing description of the Note and the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Note and the Amendment, the forms of which are included as Exhibit 10.1 and 10.2, respectively, to this current report and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
	10.1	Form of Senior Promissory Bridge Note is incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2007.
	10.2	Amendment to Senior Promissory Bridge Note by and between the Registrant and Platinum Long Term Growth VII, LLC dated as of December 14, 2007.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ECHO THERAPEUTICS, INC.
Dated: December 20, 2007	By:	/s/ Harry G. Mitchell
		Harry G. Mitchell
		Chief Operating Officer and Chief Financial Officer

Exhibit Index

Exhibit No.		Description
	10.1	Form of Senior Promissory Bridge Note is incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2007.
	10.2	Amendment to Senior Promissory Bridge Note by and between the Registrant and Platinum Long Term Growth VII, LLC dated as of December 14, 2007.

EX-10.2

Exhibit 10.2

AMENDMENT TO SENIOR PROMISSORY BRIDGE NOTE

This AMENDMENT TO SENIOR PROMISSORY BRIDGE NOTE (this “Amendment”) is made as of the 14th day of December, 2007, by and between ECHO THERAPEUTICS, INC., a Minnesota corporation (the “Borrower”), and PLATINUM LONG TERM GROWTH VII, LLC ( “Platinum”).

     WHEREAS, the Borrower previously delivered to Platinum the Senior Promissory Bridge Note in the principal amount of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) (as amended, the “Note”).

     WHEREAS, the parties wish to amend certain provisions of the Note.

     NOW, THEREFORE, in consideration of the foregoing and for the other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follow:

1. The Note is hereby amended to add the following as Section 25 thereto:

25. Limitation on Conversions .

(a) Notwithstanding anything to the contrary set forth in this Note, at no time may the Holder convert all or a portion of this Note if the number of shares of Common Stock, par value $.01, of the Company (the “Common Stock”) to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time; provided , however , that upon the Holder providing the Maker with sixty-one (61) days advance written notice (the “Waiver Notice”) that the Holder would like to waive this Section 25(a) with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 25(a) will be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice.

(c) Notwithstanding anything to the contrary set forth in this Note, at no time may the Holder convert all or a portion of this Note if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common

Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time; provided , however , that upon the Holder providing the Maker with a Waiver Notice, sixty-one (61) days in advance, that the Holder would like to waive Section 25(b) of this Note with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 25(b) shall be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice.

2.	Notwithstanding anything in the Note to the contrary, all references to “Conversion Option Date” in the Note shall be deemed to mean and refer to December 31, 2007.
3.	It is further understood and agreed that all other terms and conditions of the Note not modified hereby shall remain in full force and effect, which are hereby confirmed and ratified by the Borrower and Platinum.

IN WITNESS WHEREOF, the Company has executed and delivered this Amendment to Bridge Note as of the date first written above.

ECHO THERAPEUTICS, INC.
By:	/s/ Patrick T. Mooney M.D.
	Name:	Patrick T. Mooney M.D.
	Title:	Chief Executive Officer
ACCEPTED AND AGREED: PLATINUM LONG TERM GROWTH VII, LLC
By:	/s/ Michael Goldberg M.D.
	Name:	Michael Goldberg M.D.
	Title:	Duly Authorized Agent