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