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):  May 11, 2012

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 May 11, 2012, Echo Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2012.  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: May 11, 2012	By:  /s/  Patrick T. Mooney
	Patrick T. Mooney
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by the Company on May 11, 2012.

EX-99.1

Exhibit 99.1

Echo Therapeutics Announces First Quarter 2012 Financial Results

Philadelphia, PA – May 11, 2012 – Echo Therapeutics, Inc. (Nasdaq: ECTE), a company developing its needle-free Symphony® tCGM System as a non-invasive, wireless, transdermal continuous glucose monitoring system and its Prelude® SkinPrep System for transdermal drug delivery, today announced financial results for the quarter ended March 31, 2012.  Echo’s Quarterly Report on Form 10-Q as filed with the SEC is available through Echo’s website at www.echotx.com.

Recent Corporate Highlights

·   Echo initiated clinical studies of its Symphony tCGM System in critically ill patients in two hospitals.  The company announced positive results from its clinical study conducted at Tufts Medical Center in Boston, Massachusetts.  Data from that study demonstrated that Symphony reliably monitored glucose levels in an intensive care unit.  Results from the second study are expected in the second quarter.

·   Echo announced the issuance of multiple patents that provide its products with long-term market protection.  Echo has obtained 6 U.S. patents and 65 foreign patents, and has 35 U.S. and foreign patent applications pending.

“We continue to advance the significant clinical and product development progress we made during 2011, including our recent announcement of positive results from our Symphony trial in critically ill patients at Tufts Medical Center.  We are highly encouraged by the success of the trial and believe Symphony offers a potential to advance the standard of care regarding glycemic control in the hospital critical care setting,” commented Patrick T. Mooney, M.D., Chairman and Chief Executive Officer of Echo Therapeutics.  “With several important milestones still ahead, we look forward to increased shareholder value and bringing Symphony closer to commercialization.”

First Quarter 2012 Financial Results

Echo’s net loss for the first quarter of 2012 was $3.0 million, or ($0.08) per share, compared to $6.6 million, or ($0.20) per share, for the first quarter of 2011.  Operating loss for the first quarter of 2012 was $3.2 million compared to $1.6 million for the first quarter of 2011.  Research and development expenses were $1.4 million for the first quarter of 2012 compared to $0.9 million in the prior year.  The increase in research and development expenses are primarily related to increased manufacturing, development and clinical expenses, as well as personnel costs.  General and administration expenses were $1.9 million for the first quarter of 2012 versus $0.9 million in the prior year.  The increase in general and administrative expenses was primarily due to increased personnel and facility costs, as well as legal and other Nasdaq and public company expenses. The Company reported a cash balance of approximately $5.9 million as of March 31, 2012.

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 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, 2011, 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

Echo Therapeutics, Inc. Condensed Consolidated Balance Sheets
	March 31, 2012			December 31, 2011
ASSETS
Current Assets:
Cash and cash equivalents	$	5,910,213		$	8,995,571
Cash restricted pursuant to vendor letter of credit		250,000			250,000
Other current assets		317,624			317,940
Total current assets		6,477,837			9,563,511
Net property and equipment (including assets under capitalized leases)		370,549			317,731
Intangible assets, net of accumulated amortization		9,625,000			9,625,000
Restricted cash, deposits and other assets		10,816			20,565
Total assets	$	16,484,202		$	19,526,807
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	636,658		$	365,298
Deferred revenue		123,708			123,708
Derivative warrant liability		803,794			1,035,337
Accrued expenses and other liabilities		389,059			968,120
Total current liabilities		1,953,219			2,492,463
Deferred revenue, notes payable and capital lease obligation, net of current portion and discounts		34,220			65,755
Total liabilities		1,987,439			2,558,218
Commitments
Stockholders' Equity:
Convertible preferred stock, Series C & D		30,160			30,160
Common stock		388,363			385,442
Additional paid-in capital		98,634,017			98,116,327
Common stock subscribed for but not paid for or issued		-			6,667
Accumulated deficit		(84,555,777	)		(81,570,007	)
Total stockholders' equity		14,496,763			16,968,589
Total liabilities and stockholders' equity	$	16,484,202		$	19,526,807

Condensed Consolidated Statements of Operations
	Three Months Ended March 31,
		2012			2011
Licensing revenue	$	30,927		$	121,455
Other revenue		-			108,087
Total revenues		30,927			229,542
Operating Expenses:
Research and development		1,391,645			865,950
Selling, general and administrative		1,859,404			918,750
Total operating expenses		3,251,049			1,784,700
Loss from operations		(3,220,122	)		(1,555,158	)
Other Income (Expense):
Interest income (expense), net		2,809			(10,671	)
Loss on extinguishment of debt/payables		-			(1,514	)
Derivative warrant liability gain (loss)		231,543			(3,029,897	)
Other income (expense), net		234,352			(3,042,082	)
Net loss		(2,985,770	)		(4,597,240	)
Deemed dividend on beneficial conversion feature of Series D Convertible Preferred Stock		-			(1,975,211	)
Accretion of dividends on Convertible Perpetual Redeemable Preferred Stock		-			(45,684	)
Net loss applicable to common shareholders	$	(2,985,770	)	$	(6,618,135	)
Net loss per common share, basic and diluted	$	(0.08	)	$	(0.20	)
Basic and diluted weighted average common shares outstanding		38,742,976			32,637,146

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