0001140361-15-020797.txt : 20150518 0001140361-15-020797.hdr.sgml : 20150518 20150518203556 ACCESSION NUMBER: 0001140361-15-020797 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141218 FILED AS OF DATE: 20150518 DATE AS OF CHANGE: 20150518 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Echo Therapeutics, Inc. CENTRAL INDEX KEY: 0001031927 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411649949 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 99 WOOD AVENUE SOUTH STREET 2: SUITE 302 CITY: ISELIN STATE: NJ ZIP: 08830 BUSINESS PHONE: 732-549-0919 MAIL ADDRESS: STREET 1: 99 WOOD AVENUE SOUTH STREET 2: SUITE 302 CITY: ISELIN STATE: NJ ZIP: 08830 FORMER COMPANY: FORMER CONFORMED NAME: SONTRA MEDICAL CORP DATE OF NAME CHANGE: 20020702 FORMER COMPANY: FORMER CONFORMED NAME: CHOICETEL COMMUNICATIONS INC/MN/ DATE OF NAME CHANGE: 20020701 FORMER COMPANY: FORMER CONFORMED NAME: SONTRA MEDICAL CORP DATE OF NAME CHANGE: 20020701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum-Montaur Life Sciences, LLC CENTRAL INDEX KEY: 0001404598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35218 FILM NUMBER: 15874848 BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 582-2222 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Partners Liquid Opportunity Master Fund L.P. CENTRAL INDEX KEY: 0001476165 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35218 FILM NUMBER: 15874850 BUSINESS ADDRESS: STREET 1: 152 WEST 57 STREET, 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-271-7866 MAIL ADDRESS: STREET 1: 152 WEST 57 STREET, 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Liquid Opportunity Management (NY) LLC CENTRAL INDEX KEY: 0001582140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35218 FILM NUMBER: 15874851 BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 582-2222 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Management (NY) LLC CENTRAL INDEX KEY: 0001368616 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35218 FILM NUMBER: 15874852 BUSINESS ADDRESS: STREET 1: 250 WEST 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-581-2401 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nordlicht Mark CENTRAL INDEX KEY: 0001339643 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35218 FILM NUMBER: 15874853 MAIL ADDRESS: STREET 1: 159 WYKAGL TERRACE CITY: NEW ROCHELLE STATE: NY ZIP: 10804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Partners Value Arbitrage Fund, LP CENTRAL INDEX KEY: 0001299265 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35218 FILM NUMBER: 15874849 BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-581-0500 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4/A 1 doc1.xml FORM 4/A X0306 4/A 2014-12-18 2014-12-19 1 0001031927 Echo Therapeutics, Inc. ECTE 0001339643 Nordlicht Mark 152 WEST 57TH STREET 4TH FLOOR NEW YORK NY 10019 0 0 1 0 0001368616 Platinum Management (NY) LLC 152 WEST 57TH STREET 4TH FLOOR NEW YORK NY 10019 0 0 1 0 0001582140 Platinum Liquid Opportunity Management (NY) LLC 152 WEST 57TH STREET 4TH FLOOR NEW YORK NY 10019 0 0 1 0 0001476165 Platinum Partners Liquid Opportunity Master Fund L.P. 152 WEST 57 STREET, 4TH FLOOR NEW YORK NY 10019 0 0 1 0 0001299265 Platinum Partners Value Arbitrage Fund, LP C/O WALKERS CORPORATE SERVICES LIMITED WALKER HOUSE, 87 MARY STREET GEORGETOWN, GRAND CAYMAN E9 KY1-9002 CAYMAN ISLANDS 0 0 1 0 0001404598 Platinum-Montaur Life Sciences, LLC 152 WEST 57TH STREET 4TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2014-12-18 4 J 0 1052410 D 511273 I By Platinum Partners Value Arbitrage Fund L.P. Common Stock 2014-12-18 4 J 0 447590 D 272603 I By Platinum Partners Liquid Opportunity Master Fund L.P. Series F Preferred Stock 2014-12-18 4 P 0 420168 1.19 A Common Stock 420168 420168 I By Platinum Partners Value Arbitrage Fund L.P. Warrants 3.00 2014-12-18 4 P 0 1 0 A 2015-06-19 2019-12-18 Common Stock 420168 1 I By Platinum Partners Value Arbitrage Fund L.P. Series F Preferred Stock 2014-12-18 4 J 0 1052410 A Common Stock 1052410 1472578 I By Platinum Partners Value Arbitrage Fund L.P. Series F Preferred Stock 2014-12-18 4 J 0 447590 A Common Stock 447590 447590 I By Platinum Partners Liquid Opportunity Master Fund L.P. This Form 4 is filed jointly by Platinum Partners Value Arbitrage Fund L.P. ("PPVA"), Platinum Partners Liquid Opportunity Master Fund L.P. ("PPLO"), Platinum Long Term Growth VII, LLC ("Platinum VII"), Platinum-Montaur Life Sciences, LLC ("Platinum-Montaur"), Platinum Management (NY) LLC ("Platinum Management"), Platinum Liquid Opportunity Management (NY) LLC ("Platinum Liquid Management") and Mark Nordlicht (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein. On December 18, 2014, the Reporting Persons entered into a Letter Agreement with the Issuer and the members of the Board of Directors of the Issuer (the "Board"). Pursuant to the terms of the Letter Agreement, the Reporting Persons agreed, among other things, to exchange the number of shares of Common Stock owned by them for shares of Series F Preferred Stock, such that the number of shares of Common Stock owned by the Reporting Persons following the exchange shall be less than 9.9% of the then outstanding shares of Common Stock. Accordingly, PPVA and PPLO exchanged 843,526 and 356,474 shares of Common Stock, respectively, for an equivalent number of shares of Series F Preferred Stock. Securities owned directly by PPVA. Each of Platinum Management, as the Investment Manager of PPVA, and Mark Nordlicht as the Chief Investment Officer of Platinum Management, may be deemed to beneficially own the securities owned directly by PPVA. Securities owned directly by PPLO. Each of Platinum Liquid Management, as the Investment Manager of PPLO, and Mark Nordlicht as the Chief Investment Officer of Platinum Liquid Management, may be deemed to beneficially own the securities owned directly by PPLO. The shares of Series F Preferred Stock (the "Preferred Stock") are immediately exercisable. Pursuant to the terms of the Preferred Stock, the number of shares of Common Stock that the Preferred Stock can be converted into is limited, pursuant to the terms of the Preferred Stock, to the number of shares of Common Stock to be issued pursuant to such conversion that would not exceed, when aggregated with all other shares of Common Stock owned by the holder at such time (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder ("Section 13(d)")) 19.99% of all of the Common Stock outstanding at such time (the "19.99% Preferred Stock Blocker"). The 19.99% Preferred Stock Blocker may be waived only upon (A) the holder providing the Issuer with 61 days' notice that the holder would like to waive the 19.99% Preferred Stock Blocker and (B) the stockholders of the Issuer approving the waiver of the 19.99% Preferred Stock Blocker, with regard to any or all shares of Common Stock issuable upon conversion of the Preferred Stock. The Preferred Stock also contains restrictions on conversion such that the holder may not convert the 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 holder at such time (as determined in accordance with Section 13(d)), in excess of 9.99% of all of the Common Stock outstanding at such time (the "9.99% Preferred Stock Blocker"). The 9.99% Preferred Stock Blocker may be waived upon the holder providing the Issuer with 61 days' notice that such holder would like to waive the 9.99% Preferred Stock Blocker. Pursuant to the terms of the Warrants, the Warrants may not be exercised if the exercise would result in the holder beneficially owning (as determined in accordance with Section 13(d)) in excess of 19.99% of all of the Common Stock outstanding at such time (the "19.99% Warrant Blocker"). The 19.99% Warrant Blocker may be waived only upon (A) the holder providing the Issuer with 61 days' notice that the holder would like to waive the 19.99% Warrant Blocker and (B) the stockholders of the Issuer approving the waiver of the 19.99% Warrant Blocker, with regard to any or all shares of Common Stock issuable upon exercise of the Warrant. Pursuant to the terms of the Warrants, the Warrants may not be exercised if the exercise would result in the holder beneficially owning (as determined in accordance with Section 13(d)) in excess of 9.99% of all of the Common Stock outstanding at such time (the "9.99% Warrant Blocker"). The 9.99% Warrant Blocker may be waived upon the holder providing the Issuer with 61 days' notice that such holder would like to waive the 9.99% Warrant Blocker. /s/ Mark Nordlicht 2015-05-18 Platinum Partners Value Arbitrage Fund L.P., By Platinum Management (NY) LLC, as Investment Manager, By /s/ Mark Nordlicht, Chief Investment Officer 2015-05-18 Platinum Partners Liquid Opportunity Master Fund L.P., By Platinum Liquid Opportunity Management (NY) LLC, as Investment Manager, By /s/ Mark Nordlicht, Chief Investment Officer 2015-05-18 Platinum-Montaur Life Sciences, LLC, By Platinum Management (NY) LLC, as Investment Manager, By /s/ Mark Nordlicht, Chief Investment Officer 2015-05-18 Platinum Management (NY) LLC, By /s/ Mark Nordlicht, Chief Investment Officer 2015-05-18 Platinum Liquid Opportunity Management (NY) LLC, By /s/ Mark Nordlicht, Chief Investment Officer 2015-05-18 Platinum Long Term Growth VII, LLC, By Platinum Management (NY) LLC, as Investment Manager, By: /s/ Mark Nordlicht, Chief Investment Officer 2015-05-18