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): April 23, 2009

Echo Therapeutics, Inc.

(Exact name of Company as specified in its charter)

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

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

Company’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 Company 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 April 23, 2009, Echo Therapeutics, Inc. (the “Company”) and Imperium Master Fund, Ltd. (“Imperium”) entered into an amendment agreement (the “April Amendment”) pursuant to which the Company and Imperium agreed to extend the maturity date of the Original Issue Discount Senior Secured Notes issued by the Company to Imperium on March 24, 2008 (the “March Note”) and April 24, 2008 (the “April Note”) to May 31, 2009. The March Note and the April Note, which were issued by the Company to Imperium pursuant to a Securities Purchase and Loan Agreement between the Company and Imperium dated as of March 24, 2008 (as amended to date, the “Loan Agreement”), originally had maturity dates of March 24, 2009 and April 24, 2009, respectively. The maturity date of the March Note was extended to April 24, 2009 pursuant to an amendment agreement between the Company and Imperium dated March 23, 2009 (the “March Amendment”). The purpose of the maturity date extensions is to provide the Company and Imperium sufficient time to amend the Loan Agreement, the March Note, the April Note and each senior secured note issued by the Company thereunder (collectively, the “Notes”), to provide for, subject to certain conditions, at least a one one-year extension of the maturity date of each of the Notes.

     The terms of the Loan Agreement and the March Note are further described in the Company’s current report on Form 8-K, dated March 24, 2008 and filed with the Securities and Exchange Commission on March 26, 2008. The terms of the April Note are further described in the Company’s current report on Form 8-K, dated April 24, 2008 and filed with the Securities and Exchange Commission on April 28, 2008. The terms of the March Amendment are further described in the Company’s current report on Form 8-K, dated March 23, 2009 and filed with the Securities and Exchange Commission on March 23, 2009. The foregoing descriptions of the April Amendment, the March Amendment, the March Note and the April Note do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, which are filed as Exhibit 10.1 to this current report on Form 8-K, as Exhibit 10.1 to the Company’s current report on Form 8-K dated as of March 23, 2009, as Exhibit 10.2 to the Company’s current report on Form 8-K dated as of March 24, 2008, and as Exhibit 10.2 to the Company’s current report on Form 8-K dated as of April 24, 2008, respectively, and are incorporated herein by reference.

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.

	ECHO THERAPEUTICS, INC.
Dated: April 24, 2009
	By:	/s/ Harry G. Mitchell
		Harry G. Mitchell
		Chief Operating Officer, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment agreement by and between the Company and Imperium Master Fund, Ltd. dated April 23,
	2009.

EX-10.1

Exhibit 10.1

April 23, 2009

Imperium Master Fund, Ltd.
c/o Imperium Advisers, LLC
1120 Avenue of the Americas
New York, NY 10036
Attention: John Michaelson

Dear Mr. Michaelson,

     Reference is made to that certain Securities Purchase and Loan Agreement (as amended to date, the “Loan Agreement”), dated as of March 24, 2008, by and between Echo Therapeutics, Inc., a Delaware corporation (the “Company”), and Imperium Master Fund, Ltd., a Cayman Islands company (“Imperium”). Reference is also made to that certain Original Issue Discount Senior Secured Note, dated March 24, 2008 (“Senior Secured Note 1”), issued by the Company to Imperium pursuant to the Loan Agreement, Original Issue Discount Senior Secured Note, dated April 25, 2008 (“Senior Secured Note 2” and together with Senior Secured Note 1, the “Notes”), and that certain letter agreement, dated March 23, 2009, by and between the Company and Imperium extending the Maturity Date of Senior Secured Note 1 (the “Letter Agreement”). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Loan Agreement and/or the Notes. Pursuant to Section 5(c) of the Notes, the terms of the Notes may be amended or waived by a written instrument executed by the Company and Imperium.

     The Company and Imperium hereby agree that, notwithstanding anything in the Notes, the Loan Agreement, the Transaction Documents or the Letter Agreement to the contrary, the Maturity Date of the Notes shall be extended to May 31, 2009. The purpose of the foregoing extensions is to provide the Company and Imperium sufficient time to amend the Loan Agreement and the senior secured notes issued by the Company thereunder, to provide for, subject to certain conditions, a one-year extension of the maturity of such notes.

     This letter agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, superseding all prior and existing written or oral agreements, negotiations, discussions, undertakings, representations, warranties and understandings. This letter agreement constitutes a valid and binding obligation of each of the parties hereto, enforceable against each of them in accordance with law. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York. In the event of a conflict between the provisions of this letter agreement and the terms of the Loan Agreement, the Notes or the Letter Agreement, this letter agreement shall control.

Sincerely, ECHO THERAPEUTICS, INC.
By:	/s/ Patrick T. Mooney
	Patrick T. Mooney, CEO and Chairman

Acknowledged and agreed to as of the date first written above:

IMPERIUM MASTER FUND, LTD.

By:	/s/ Maurice Hryshko
	Name:	Maurice Hryshko
	Title:	Counsel