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):  November 8, 2011

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.)

8Penn Center 1628 JFK Blvd., Suite 300 Philadelphia, PA	19103
(Address of principal executive offices)	(Zip Code)

Company’s telephone number, including area code: (215) 717-4100

 (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):

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

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

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

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

Item 2.02.  Results of Operations and Financial Condition.  

On November 8, 2011, Echo Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and nine months ended September 30, 2011.  A copy of the press release is attached as Exhibit 99.1 to this report.  This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

Item 9.01.   Financial Statements and Exhibits.

The Exhibits listed in the Exhibit Index immediately preceding such Exhibits are filed with or incorporated by reference in this report. 

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: November 8, 2011	By:  /s/  Patrick T. Mooney
	Patrick T. Mooney
	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by the Company on November 8, 2011.

EX-99.1

EXHIBIT 99.1

Echo Therapeutics Announces Third Quarter 2011 Financial Results

Company Continues Steady Progress Toward its Clinical and Operational Objectives

PHILADELPHIA, Nov. 8, 2011 /PRNewswire/ -- Echo Therapeutics, Inc. (Nasdaq: ECTE), a company developing the Symphony® tCGM System as a non-invasive, wireless, transdermal continuous glucose monitoring (tCGM) system and the Prelude® SkinPrep System for transdermal drug delivery, announced results for the third quarter and nine months ended September 30, 2011.  Echo’s Quarterly Report on Form 10-Q is available through Echo’s website at www.echotx.com.

Recent Corporate Highlights:

·   Echo added key executives to its management team as part of the company’s plan to accelerate development of the Symphony tCGM System and other new products.  In August 2011, Marshall (“Mac”) Deweese joined Echo as Senior Vice President of Operations and in October 2011, Samir Farah joined the company as Vice President of Product Development.  

·   Echo received registered trademarks for SYMPHONY and PRELUDE, as used with Echo’s tCGM system and mechanical skin ablator, respectively.  Echo also received two issued patents covering its Symphony tCGM System. These new patents join eleven U.S. patents and twenty-eight foreign patents already held by Echo.

·   Echo initiated a clinical trial of the Symphony tCGM System in September 2011.  The Company announced positive data from this trial indicating that Symphony successfully monitors patient glucose levels and continues to demonstrate improvements in clinical performance.

“As anticipated, much of the third quarter has been focused on the aggressive product development and testing of the Symphony system as exemplified by the favorable clinical trial results and the addition of experienced senior management in operations and product development.  Additionally, the receipt of new patents and registered trademarks for Symphony and Prelude are key components of our intellectual property portfolio,” commented Patrick T. Mooney, M.D., Chairman and Chief Executive Officer of Echo Therapeutics. “We continue to remain focused on bringing the Symphony System closer to commercialization as we head toward major catalysts this quarter and early next year.”

Financial Results for the Nine Months Ended September 30, 2011

For the nine months ended September 30, 2011, Echo reported approximately $344,000 in total revenues compared to $325,000 in total revenues in the first nine months of 2010. Operating expenses increased by 32% to $6.0 million, compared to $4.5 million during the first nine months of 2010. This increase included a 22% increase in research and development expense and a 41% increase in selling, general and administrative expense. The net loss for the first nine months of 2011 was approximately $7.9 million, or ($0.30) per common share, compared to a net loss of $3.0 million, or ($0.11) per common share, for the same period in the prior year.  The Company completed the quarter with cash of approximately $2.3 million.

-1-

About Echo Therapeutics

Echo Therapeutics is developing the Symphony tCGM System as a non-invasive, wireless, transdermal continuous glucose monitoring system for patients with diabetes and for use in hospital critical care units.  Echo is also developing its needle-free Prelude SkinPrep System as a platform technology for enhanced skin permeation for delivery of topical pharmaceuticals.

Cautionary Statement Regarding Forward Looking Statements

The statements in this press release that are not historical facts may constitute forward-looking statements that are based on current expectations and are subject to risks and uncertainties that could cause actual future results to differ materially from those expressed or implied by such statements. Those risks and uncertainties include, but are not limited to, risks related to regulatory approvals and the success of Echo's and its partners’ ongoing studies, including the safety and efficacy of Echo's Symphony tCGM and Prelude SkinPrep Systems, the failure of future development and preliminary marketing efforts related to Echo's Symphony tCGM and Prelude SkinPrep Systems, Echo’s ability to secure additional commercial partnering arrangements, risks and uncertainties relating to Echo's and its partners’ ability to develop, market and sell diagnostic and transdermal drug delivery products based on its skin permeation platform technologies, including the Symphony tCGM and Prelude SkinPrep Systems, the availability of substantial additional equity or debt capital to support its research, development and product commercialization activities, and the success of its research, development, regulatory approval, marketing and distribution plans and strategies, including those plans and strategies related to its Symphony tCGM and Prelude SkinPrep Systems. These and other risks and uncertainties are identified and described in more detail in Echo's filings with the Securities and Exchange Commission, including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2010, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K. Echo undertakes no obligation to publicly update or revise any forward-looking statements.

For More Information:

Christine H. Olimpio

Director, Investor Relations and Corporate Communications

(215) 717-4104

Connect With Us:

- Visit our website at www.echotx.com

- Follow us on Twitter at www.twitter.com/echotx

- Join us on Facebook at www.facebook.com/echotx

-2-

Echo Therapeutics, Inc.

Condensed Consolidated Balance Sheets

	September 30, 2011			December 31, 2010
ASSETS	(Unaudited)
Current Assets:
Cash and cash equivalents	$	2,258,019		$	1,342,044
Other current assets		486,800			621,693
Total current assets		2,744,819			1,963,737
Net property and equipment (including assets under capitalized leases)		306,159			48,034
Other Assets:
Intangible assets, net of accumulated amortization		9,625,000			9,625,000
Restricted cash, deposits and other assets		20,565			275,499
Total other assets		9,645,565			9,900,499
Total assets	$	12,696,543		$	11,912,270
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	362,513		$	605,634
Deferred revenue		196,290			405,454
Derivative warrant liability		1,561,244			1,544,996
Accrued expenses and other liabilities		819,870			565,546
Total current liabilities		2,939,917			3,121,630
Deferred revenue, notes payable and capital lease obligation, net of current portion		97,276			88,356
Total liabilities		3,037,193			3,209,986
Commitments
Stockholders' Equity:
Perpetual redeemable preferred stock, Series B		2			2
Convertible preferred stock, Series C & D		35,109			49
Common stock		344,557			311,264
Additional paid-in capital		88,730,324			79,646,385
Common stock subscribed for but not paid for or issued		-			285,000
Accumulated deficit		(79,450,642	)		(71,540,416	)
Total stockholders' equity		9,659,350			8,702,284
Total liabilities and stockholders' equity	$	12,696,543		$	11,912,270

-3-

Condensed Consolidated Statements of Operations (unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Licensing revenue	$	(44,360	)	$	16,023		$	198,550		$	197,594
Other revenue		-			30,575			145,152			127,095
Total revenues		(44,360	)		46,598			343,702			324,689
Operating Expenses:
Research and development		695,019			409,383			2,557,118			2,087,484
Selling, general and administrative		1,527,317			546,446			3,427,582			2,434,944
Total operating expenses		2,222,336			955,829			5,984,700			4,522,428
Loss from operations		(2,266,696	)		(909,231	)		(5,640,998	)		(4,197,739	)
Other Income (Expense):
Interest income (expense), net		196			(2,660	)		(9,869	)		(3,195	)
Gain (loss) on extinguishment of debt/payables		-			-			(1,514	)		200,000
Gain on disposals of assets		-			-			834			-
Derivative warrant liability gain (loss)		893,229			329,051			(2,258,679	)		1,000,987
Other income (expense), net		893,425			326,391			(2,269,228	)		1,197,792
Net loss		(1,373,271	)		(582,840	)		(7,910,226	)		(2,999,947	)
Deemed dividend on repricing warrants		(87,500	)		-			(87,500	)		-
Accretion of dividends on Convertible Perpetual Redeemable Preferred Stock		(49,519	)		(37,026	)		(142,761	)		(93,700	)
Deemed dividend on beneficial conversion feature of Series D Convertible Preferred Stock		-			-			(1,975,211	)		-
Net loss applicable to common shareholders	$	(1,510,290	)	$	(619,866	)	$	(10,115,698	)	$	(3,093,647	)
Net loss per common share, basic and diluted	$	(0.04	)	$	(0.02	)	$	(0.30	)	$	(0.11	)
Basic and diluted weighted average common shares outstanding		34,295,425			29,105,517			33,620,751			28,809,682

###